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EXHIBIT 10.80
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HEALTHCARE COMPARE CORP.
PPO AGREEMENT
FOR
GOVERNMENT EMPLOYEES HOSPITAL ASSOCIATION, INC.
THIS AGREEMENT is to be effective for GEHA Health Plan year commencing January
1, 1996 between HealthCare COMPARE Corp., a Delaware corporation ("HCCC"), and
Government Employees Hospital Association, Inc., a Missouri corporation
("GEHA").
WHEREAS, HCCC provides preferred provider organization ("PPO") networks and
managed transplant services to employers, insurance companies, and other payors
on a national basis;
WHEREAS, GEHA sponsors federal employee health benefit plans under Contract
Number CS-1063 with the federal Office of Personnel Management ("OPM"); and
WHEREAS, HCCC desires to provide its PPO networks and managed transplant
services to GEHA pursuant to GEHA's contract with OPM and GEHA desires to
receive such services from HCCC.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties agree as follows:
ARTICLE 1. DEFINITIONS
1.1 AFFORDABLE MEDICAL NETWORKS ("AMN") SERVICES means the AFFORDABLE Medical
Networks, including the AFFORDABLE Select Network, and related services offered
by HCCC to Covered Persons pursuant to this Agreement and described in
Supplement A, attached hereto and incorporated herein. The AMNs are those
networks of Contract Providers including but not limited to hospital networks
and outpatient care networks ("OCN"). AMN Services do not include the Managed
Transplant System Services.
1.2 AFFORDABLE SELECT NETWORK means a subset of AMN which, in comparison to
AMN, offers greater discounts and channeling.
1.3 ATTENDING PRACTITIONER means the physician or other professional provider
of Medical Services responsible for care being provided to a Covered Person.
1.4 CONTRACT PROVIDER means an Attending Practitioner, a hospital, or other
medical provider that has entered into a Provider Agreement.
1.5 CONTRACT RATES means the rates for Medical Services specified in the
Provider Agreement, in the form of per diems, case or procedure rates,
discounts off charges, fee
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schedules, or other form of reimbursement.
1.6 COVERED PERSON means a Member or dependent of the Member, including those
dependents eligible for or receiving benefits under Medicare Part B only.
Covered Person does not include persons who are covered under Medicare Part A.
1.7 COVERED PERSON MEDICAL INFORMATION means any information, whether or not
recorded in a tangible media, which relates directly or indirectly to a Covered
Person's health status, medical condition and/or medical treatment.
1.8 COVERED SERVICES means those Medical Services provided to a Covered Person
which are eligible for payment under the provisions of the Health Plan.
1.9 HEALTH PLAN means the contract, certificate, policy, health plan document,
or any other document offered or sponsored by GEHA under which a Covered Person
may be entitled to receive reimbursement for health care services.
1.10 MANAGED TRANSPLANT SYSTEM ("MTS") SERVICES means a system of services
provided pursuant to this Agreement as described in Supplement B, attached
hereto and incorporated herein, by HCCC to GEHA for eligible Covered Persons
for transplant-related Medical Services at specially credentialed Contract
Provider hospitals, which services include eligibility determination and
comprehensive medical case management.
1.11 MEDICAL SERVICES means inpatient or outpatient services provided to a
Covered Person by a Contract Provider.
1.12 MEMBERS means those federal employees or annuitants enrolled in the Health
Plan, including those covered under Medicare Part B only. Member does not
include persons who are covered under Medicare Part A.
1.13 METROPOLITAN STATISTICAL AREA ("MSA") means a geographic region defined by
GEHA, but consistent with HCCC's network market-plan designations, in which
Covered Persons reside and for which GEHA has selected AMN Services
("HCCC-MSA") and/or MTS Services, as identified in Appendix II, attached hereto
and incorporated herein.
1.14 PER MEMBER PER MONTH ("PMPM") means a monthly calculation of those Members
residing in MSAs for whom the AMN Services or MTS Services have been selected.
1.15 PROVIDER AGREEMENT means the agreement between HCCC and a Contract
Provider for the delivery of Medical Services at Contract Rates.
1.16 SCHEDULE OF FEES means the fees for services offered under this Agreement
as set forth in Appendix I, attached hereto and incorporated herein.
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ARTICLE 2. HCCC SERVICES
2.1 AMN SERVICES. HCCC shall make AMN Services or, if available and requested
by GEHA, the AFFORDABLE Select Network, available to Covered Persons within the
HCCC-MSAs listed in Appendix II upon the terms and conditions of this
Agreement, including Supplement A and the Appendices hereto.
2.2 MTS SERVICES. HCCC shall make MTS Services available to Covered Persons
within the HCCC-MSAs listed in Appendix II upon the terms and conditions of
this Agreement, including Supplement B and the Appendices hereto. GEHA
acknowledges that HCCC, at GEHA's request, has previously modified its standard
criteria for MTS Services participation.
2.3 OTHER HCCC SERVICES. HCCC shall make the following services available to
GEHA if selected in Section 1.2 of Supplement A, upon the terms and conditions
of this Section 2.3, Supplement A, and Appendix I - Schedule of Fees.
2.3.1 PPO INFOLINE. HCCC shall make available to Covered Persons the
PPO InfoLine. GEHA may terminate its use of the PPO InfoLine at any time
upon no less than one hundred and eighty (180) days prior written notice
to HCCC.
2.3.2 PPO INFOLINE CONFIRMATION. HCCC shall make available, in writing,
to Covered Persons the PPO InfoLine Confirmation.
2.3.3 ANALYTIC AND PROGRAMMING SERVICES. HCCC shall provide GEHA with
up to two hundred (200) hours per year of specialized analytic and
programming services. These services are above and beyond HCCC's
standard reporting package to GEHA, which includes monthly repriced
claims data, monthly Provider InfoLine reports, Contract Provider
bulletins, Provider Fee Schedules.
2.3.4 EDI SERVICES. Upon request, HCCC shall reprice all hospital
claims received from Covered Persons, including non-Contract Provider
hospitals, and shall submit such repriced claims electronically to GEHA.
2.3.5 PRINTED CONTRACT PROVIDER DIRECTORIES. HCCC shall make available
to GEHA applicable printed contract Provider Directories for distribution
to Covered Persons.
2.3.6 MANAGEMENT INFORMATION SYSTEM ("MIS") REPORTS. At no additional
cost to GEHA and based on an agreed-upon production date, HCCC shall
prepare and deliver up to twenty (20) copies of HCCC's standard MIS
Reports.
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2.3.7 ADDITIONAL REQUESTED SERVICES. GEHA may request HCCC to provide
certain additional services including but not limited to assistance in
legal or administrative hearings and services related to transition
activities at the time of termination. Within fifteen (15) business days
following receipt of GEHA's request, HCCC will notify GEHA of HCCC's
response to GEHA's request. HCCC shall charge its then customary
consulting fee for the additional services.
2.4 PERFORMANCE STANDARDS. HCCC shall pay GEHA liquidated damages for HCCC's
failure to meet the performance standards set forth in Appendix III, in
accordance with the Schedule set forth in Appendix III.
ARTICLE 3. NETWORK USAGE
3.1 EXCLUSIVE DIRECTED NETWORK. HCCC shall be GEHA's exclusive directed vendor
of medical networks and managed transplant services for the selected MSAs. The
MSAs identified in Appendix III shall represent at least eighty percent (80%)
of GEHA's 1995 Members for 1996. GEHA shall encourage Covered Persons to use
Contract Providers for health care services. Nothing in this Agreement shall
prohibit GEHA from utilizing non-directed managed care or cost-containment
programs within any MSA provided that such use does not interfere directly or
indirectly with the contractual relationships between HCCC and Contract
Providers.
3.2 SELECTION OF AFFORDABLE MEDICAL NETWORKS. GEHA may add or delete the AMN
Services from any HCCC-MSA upon written notice to HCCC no later than June 30th
of each year and to take effect on January 1st of the following year. Such
notice shall identify the PPO vendor or vendors intended to replace HCCC. In
lieu of an AMN, GEHA may select the AFFORDABLE Select Network upon terms and
conditions prescribed by HCCC at the fees set forth in Section I of Appendix I
- Schedule of Fees.
3.3 DELETION OF CONTRACT PROVIDERS. GEHA may delete the names of Contract
Providers from any AMN-related information communicated to Covered Persons by
providing ninety (90) days prior written notice to HCCC, unless otherwise
obligated by OPM.
3.4 EFFECT OF TERMINATION. GEHA shall not solicit, or direct or allow any
third party to solicit on its behalf, any Contract Provider for the purpose of
providing health care services to Covered Persons during the term of this
Agreement; provided, however, that upon notice of termination of AMN services
from any HCCC-MSA, this provision shall not apply during the period commencing
one hundred and eighty (180) days prior to the effective date of termination.
At all times, GEHA shall comply with the terms of Article 9 with respect to any
Confidential Information acquired under this Agreement, including the provision
of data and information to any PPO vendor for any purpose.
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ARTICLE 4. PAYMENT
4.1 SCHEDULE OF FEES. GEHA shall pay HCCC monthly fees for AMN Services and
MTS Services on a PMPM (per Member per month) basis, which fee shall be based
upon the percentage of Members located within the HCCC-MSAs. The fees due will
be determined according to the Schedule of Fees attached as Appendix I. On or
before the twentieth (20th) day of each month, GEHA shall report in writing to
HCCC the number of Members as of the first day of each month and shall include
with such report GEHA's payment to HCCC of the total fee due HCCC for the
reported month. By July 1 of each year, GEHA shall provide HCCC with any
corrections to the number of Members who reside in selected MSAs during the
current calendar year. Such corrections, if any, shall be used to adjust the
PMPM for the preceding months. For those items for which HCCC sends invoices
to GEHA, payment shall be made within twenty (20) days after receipt by GEHA of
monthly invoices from HCCC; provided, however, that if GEHA disputes any
items(s) on HCCC's invoice ("Disputed Invoice"), GEHA shall pay only the
undisputed amounts within twenty (20) days. Each party shall use its best
efforts to resolve the dispute within one hundred and eighty (180) days after
the close of the current monthly period; at which time the reconciled amount,
if any, is due HCCC or, if no resolution is achieved, the unpaid balance of the
Disputed Invoice is due HCCC and the parties shall continue good faith dispute
resolution efforts in a mutually agreed to neutral forum.
4.2 TAXES AND GOVERNMENT CHARGES. HCCC's fees do not include taxes or
governmental charges. GEHA shall reimburse HCCC for any imposed and applicable
sales, use, value-added, or other tax or government- or regulatory-agency
charge based on transactions hereunder, exclusive of net income or corporate
franchise taxes.
4.3 RIGHT TO INSPECT. In addition to each party's rights under Article 5, HCCC
shall have the right to inspect GEHA's books and records to verify the accuracy
of HCCC fees which are calculated on a per capita, per case, or hourly basis
and GEHA shall have the right to inspect HCCC's books and records to verify the
accuracy of liquidated damage payments, if any, to GEHA. Each party may
conduct such inspections, at no charge, during normal business hours and upon
seven (7) days advance written notice.
4.4 LATE PAYMENTS. Payments due under this Agreement which are more than
fifteen (15) days in arrears shall bear interest at the rate of one and
one-half percent (1 1/2%) per month. In addition to interest, the owing party
shall pay all expenses, costs, and charges relating to the collection,
including attorneys' fees incurred, whether or not suit is filed for payment.
4.5 BONUSES. Annually, and no later than ninety (90) days following the end of
the calendar year, GEHA shall pay HCCC any savings incentive bonus and/or
utilization incentive bonus earned by HCCC in accordance with Appendix III,
attached hereto and
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incorporated herein.
4.6 EFFECT OF TERMINATION. Termination of this Agreement shall not constitute
a waiver or defense of either party's obligation to make payments due under
this agreement.
ARTICLE 5. AUDITS
5.1 AUDITS. Each party shall maintain records related to the provision of
services under this Agreement. Subject to Article 9, each party shall have the
right to audit the other's records which relate directly to the performance
obligations, services, and calculation of incentives and liquidated damages
provided for under this Agreement. Any such audit may be conducted during
normal business hours and upon not less than thirty (30) days advance notice.
The auditing party shall provide a copy of the final results of such audit to
the audited party. Each party's right to audit the other's records shall
continue for a period of not less than two (2) years after the date of
discharge, end of treatment, or end of HCCC's services in relation to the
specific episode of care. Audited records owned by a party are and shall
remain the property of the that party. The auditing party shall pay the
audited party for the costs of such audits in accordance with the fees set
forth in Appendix I.
5.2 OPM AUDITS. With respect to OPM audits, GEHA shall comply with the notice
and reporting requirements of Section 5.1 to the extent possible. Fees shall
be waived for OPM audits lasting up to three (3) day per calendar year.
Otherwise, GEHA shall pay HCCC's fees in accordance with the fees set forth in
Appendix I.
ARTICLE 6. EXCHANGE OF INFORMATION
6.1 REQUIRED INFORMATION. Upon request from HCCC, GEHA shall provide to HCCC,
at GEHA's expense, information regarding Covered Persons, as well as any other
information reasonably required to implement and operate the AMN Services and
MTS Services ("Required Information"). Required Information includes but is
not limited to paid claims tapes, information on the number and geographic
distribution of Covered Persons, accurate and complete information necessary
for HCCC to resolve issues related to Performance Standards, and information on
the claims adjudication procedures. GEHA shall be solely responsible for the
accuracy and timeliness of the Required Information. Any submission of
Required Information which does not meet the requirements of this Article 6 or
any failure to submit Required Information to HCCC within any reasonable
requested time frames may delay or prevent Covered Persons from receiving
HCCC's AMN Services and MTS Services or, for performance standard issues, shall
delay the start of the time for resolution as provided in Appendix III. HCCC
shall notify GEHA within thirty (30) days after submission of any identified
deficiencies in the Required Information. The parties acknowledge that until
such time as HCCC has received all requested information, HCCC may not be able
to perform services pursuant to this Agreement.
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6.2 COMMUNICATION MATERIALS. All communications to Covered Persons and other
third parties concerning services under this Agreement are subject to the terms
of this Section 6.2.
6.2.1 HCCC-APPROVED INFORMATION. HCCC shall provide GEHA with
descriptive information, pre-approved by HCCC, regarding HCCC's
AFFORDABLE Medical Networks and MTS Services and, subject to OPM
approval, GEHA shall use that information in all general communications
regarding these services. GEHA may propose alternative language for
approval by HCCC. Any communications from GEHA which contain information
other than the HCCC pre-approved descriptive information are not
authorized by HCCC.
6.2.2 GEHA-APPROVED INFORMATION. Any written or printed material
prepared for general circulation by HCCC relating to GEHA's services or
obligations under this Agreement which is to be published, disseminated,
released, or prepared for distribution by HCCC to Covered Persons or to
the general public will be released only after consultation with and
approval by GEHA, which approval shall not be unreasonably withheld.
ARTICLE 7. REGULATORY COMPLIANCE
HCCC and GEHA shall comply with all laws and regulations applicable to their
respective business activities and/or their respective obligations under this
Agreement, including laws and regulations governing the confidentiality of
medical information. Further, HCCC shall comply with and be bound by the terms
of GEHA's contract with and the policies of OPM as they relate to
subcontractors of GEHA; provided, however, HCCC's obligation as set forth in
this sentence shall not arise until after GEHA has given HCCC written copies of
those terms and policies and HCCC has agreed in writing to such terms and
policies.
ARTICLE 8. TERM AND TERMINATION
8.1 TERM. The Initial Term of this Agreement shall be for two (2) years
beginning on January 1, 1996 unless earlier terminated under Section 8.2.
Following the Initial Term, this Agreement shall automatically renew for
consecutive one (1) year terms, unless earlier terminated under Section 8.2.
8.2 TERMINATION. This Agreement may be terminated by written notice given by
either party upon the occurrence of any of the following:
8.2.1 Failure of either party to meet any material covenant, agreement,
or obligation provided for in this Agreement ("Default") if the
defaulting party has not cured the Default within forty five (45) days
following receipt of written notice from the non-defaulting party;
provided, however, that if GEHA fails to make any payment due
HCCC under this Agreement, HCCC may terminate the Agreement if GEHA has
not
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paid HCCC within twenty (20) days following receipt of HCCC's written
notice of nonpayment.
8.2.2 Either party becomes insolvent, or is adjudicated as a bankrupt,
or its business comes into possession or control of any trustee in
bankruptcy, or a receiver is appointed for it, or it makes a general
assignment for the benefit of creditors.
8.2.3 Either party gives not less than one hundred and eighty (180) days
written notice to the other party prior to the end of the Initial Term or
any renewal term. Termination under this Paragraph 8.2.3 will be
effective on the expiration date of the Initial Term or any renewal term.
8.3 OBLIGATIONS UPON TERMINATION. Upon the effective date of termination of
this Agreement for any reason:
8.3.1 Each party shall promptly pay to the other party all monies due
hereunder;
8.3.2 GEHA shall immediately cease to represent that HCCC is GEHA's
provider of AMN and MTS Services and HCCC shall immediately cease to
represent GEHA as a client of HCCC;
8.3.3 HCCC shall promptly notify Contract Providers, in writing, and
GEHA shall promptly notify Covered Persons, in writing, of such
termination. GEHA shall mail to HCCC a copy of the notice to Covered
Persons at the same time GEHA distributes such notice to Covered Persons;
8.3.4 If either party fails to comply with the terms of this Agreement
("Noncomplying Party"), the Noncomplying Party shall reimburse the other
for printing and mailing costs incurred for initial and final
notifications to Contract Providers or Covered Persons, whichever
applies, in MSAs described in Appendix II;
8.3.5 Each party shall immediately cease to use the other party's
documents, systems, logo-types, service marks, trademarks, trade names,
methods, and techniques in any form;
8.3.6 All covenants, agreements, and obligations of the parties under
this Agreement shall end, except those expressly made to survive
termination in Section 8.4; and
8.3.7 Each party shall immediately return to the other party all
records, reports, and data, including but not limited to Confidential
Information as defined in Section 9.1.
8.4 EFFECT OF TERMINATION. Termination of this Agreement will not affect
any rights or obligations hereunder which accrued prior to the effective date
of the termination. The
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provisions of Articles 4, 5, 9, and 11, and Sections 8.3, 8.5, 10.2, 10.3,
and 11.13 shall survive the termination of this Agreement.
8.5 PAYMENTS TO PROVIDERS ON TERMINATION. Upon termination of this Agreement
or termination of any selected MSA(s), GEHA shall immediately cease reimbursing
Contract Providers at the Contract Rates; provided, however, that upon
GEHA's request and for no more than six (6) months, HCCC shall continue to
reprice hospital Contract Provider claims and allow GEHA to reprice OCN claims
to Contract Rates for claims incurred but not reported, in accordance with
Section III of Appendix I - Schedule of Fees.
ARTICLE 9. CONFIDENTIAL AND PROPRIETARY INFORMATION
9.1 CONFIDENTIALITY. All confidential and proprietary information of a party
including but not limited to the terms of this Agreement, information about
fees, computer software, business procedures and manuals, data, review
criteria, Contract Rates, information collected and/or reports prepared
pursuant to this Agreement, and any other information that a party identifies
as confidential and/or proprietary ("Confidential Information"), will not be
disclosed without the prior written consent of the party owning the
Confidential Information. Further, Confidential Information will be disclosed
only to those persons or entities and only to the extent necessary to carry out
the terms of this Agreement. Confidential Information will not be used in any
way not specifically allowed under this Agreement. For purposes of this
Agreement, Confidential Information will not include:
9.1.1 Information generally available to or known to the public or
lawfully obtained from third parties;
9.1.2 Information known to the other party prior to the date of this
Agreement which is not subject to other confidentiality restrictions;
9.1.3 Information independently developed by the other party subsequent
to completion of the term, including any renewals, of this Agreement;
9.1.4 Information provided to the other party with the intention that it
be published, disseminated, released, or distributed by the other party
to Covered Persons, Contract Providers, or the general public; and
9.1.5 Subject to Paragraph 6.2.1, information about fees used in
presenting sales materials and quotations to GEHA's customers and
prospective customers regarding AMN Services and MTS Services.
9.2 REMEDIES. The parties recognize that no remedy at law may be adequate
compensation for a breach of the provisions of this Article 9. Therefore, the
parties agree that each party will be entitled to seek temporary and permanent
injunctive relief against the
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other in addition to all other remedies to which either party is entitled. Such
temporary or permanent injunctive relief may be granted without bond, which
each party does hereby waive.
ARTICLE 10. INSURANCE & INDEMNIFICATION
10.1 INSURANCE. Each party shall, so long as coverage is available in the
market and at a reasonable cost within each party's judgment, at all times for
the term of this Agreement maintain in effect professional liability insurance
in an amount not less than $2,000,000. Each party shall provide the other with
a certificate of insurance from the parties respective insurance carriers,
which certificate shall contain a provision that such insurance will remain in
effect until the other party receives not less than thirty (30) days prior
written notice of termination.
10.2 INDEMNIFICATION OF HCCC. Should HCCC incur any costs, expenses,
judgments, damages, liabilities, legal fees, or other reasonable costs of
litigation or defense of any claim (collectively, "costs or liabilities"),
whether in settlement of any cause of action or threatened cause of action,
which settlement GEHA approves, or as a result of an order or judgment of a
court of competent jurisdiction which costs or liabilities shall not result or
arise from any negligence or intentional act of misconduct of HCCC but shall
arise solely from failure or refusal of GEHA to pay health care benefits. GEHA
agrees to indemnify, hold harmless and reimburse HCCC to the extent of any such
costs or liabilities.
10.3 INDEMNIFICATION OF GEHA. Should GEHA incur any costs, expenses,
judgments, damages, liabilities, legal fees, or other reasonable costs of
litigation or defense of any claim (collectively, "costs or liabilities"),
whether in settlement of any cause of action or threatened cause of action,
which settlement HCCC approves, or as a result of an order or judgment of a
court of competent jurisdiction which costs or liabilities shall not result or
arise solely from any negligence or intentional act of misconduct of GEHA but
shall arise solely from HCCC's negligent credentialing of Contract Providers,
HCCC agrees to indemnify, hold harmless and reimburse GEHA to the extent of any
such costs or liabilities.
ARTICLE 11. GENERAL PROVISIONS
11.1 LIMITED ROLE OF HCCC.
11.1.1 MEDICAL SERVICES. HCCC does not provide, direct, control, or
assume liability for the provision of Medical Services to Covered
Persons. All decisions regarding Medical Services are made solely by the
Attending Practitioner and the Covered Person. The rendering of Medical
Services to a Covered Person and the results thereof are solely within
the control of the Attending Practitioner and the Covered Person.
Execution of this Agreement and the performance of its obligations shall
not constitute an undertaking by HCCC to render any Medical Services, or
to
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assume or guarantee the results thereof to Covered Persons or that
Medical Services will be rendered in accordance with generally accepted
standards or procedures.
11.1.2 PAYMENT. HCCC does not make compensability or payment
determinations. The parties understand and agree that all decisions
regarding the payment or denial of payment of medical benefits to Covered
Persons is the responsibility of GEHA. HCCC is not responsible for
payment of any benefits for Medical Services rendered to Covered Persons.
HCCC is not responsible for reimbursement to GEHA for any reason,
including but not limited to such services provided to a Covered Person
by a former Contract Provider, whether or not HCCC has given notice to
the GEHA of the termination of the Contract Provider.
11.2 INDEPENDENT CONTRACTORS. The relationship between the parties is that of
independent contractors. Nothing herein is intended or will be construed to
establish any employment, partnership, joint venture, or, except as provided
herein, agency relationship between the parties. Each party will be solely
responsible for the direction, control, and management of its subcontractors,
agents, and employees.
11.3 THIRD PARTY RIGHTS. Unless otherwise stated herein, this Agreement is
entered into by and between the parties hereto solely for their benefit. The
parties have not created or established any third party beneficiary status or
rights in any person or entity not a party hereto including but not limited to
any Covered Person, subcontractor, or other third party, and no such third
party shall have any right to enforce any right or enjoy any benefit created or
established under this Agreement.
11.4 FORCE MAJEURE. Neither party will be responsible for, nor deemed in
Default under this Agreement on account of any failure or delay in performance
hereunder (except for failure to make payment when due) due to acts of God or
governmental authority, strikes or labor disputes, fires, or any other cause
beyond the control of the party.
11.5 AMENDMENT. This Agreement may be amended only upon written agreement of
both parties.
11.6 GOVERNING LAW. This Agreement is made in and shall be governed by and
construed in accordance with the laws of the State of Illinois.
11.7 NONASSIGNMENT. Neither party shall have the right or power to assign any
rights or obligations hereunder without the express written consent of the
other party.
11.8 SUCCESSORS. This Agreement will be binding upon and inure to the benefit
of the respective parties hereto, their successors, and permitted assigns.
11.9 ENTIRE AGREEMENT. This Agreement, including all exhibits, attachments,
and
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amendments hereto, constitutes the entire agreement between the parties
regarding HCCC's provision of AFFORDABLE Medical Networks and MTS Services and
supersedes any prior agreement or understandings, whether oral or written,
related to the services hereunder.
11.10 HEADINGS. The article, section, and paragraph headings, if any, are for
convenience only and shall not be deemed to limit, define, or restrict the
meaning or contents thereof.
11.11 TRADEMARKS. Neither party will in any way infringe upon or harm the
rights of the other in its service marks, trademarks, copyrights, and other
proprietary marks ("Trademarks"). Neither party will, without the prior
written approval of the other, use any Trademark of the other party in
conjunction with the use or provision of AFFORDABLE Medical Networks and MTS
Services pursuant to this Agreement and, upon termination of this Agreement,
each party will immediately cease any approved use of the Trademarks of the
other party.
11.12 ILLEGALITY. If any provision of this Agreement conflicts with laws
applicable hereto or under which this Agreement is construed, or if any
provision of this Agreement shall be held partially or fully illegal or
unenforceable by a court with jurisdiction over the parties to this Agreement,
then this Agreement will be modified to conform with such laws or judicial
determination and such provision will be construed and enforced only to such
extent as it may be a legal and enforceable provision and all other provisions
of this Agreement will be given full effect separately therefrom and shall not
be affected thereby.
11.13 HIRING RESTRICTIONS. Except with the other party's written consent, for
the term of this Agreement and for a period of twelve (12) months thereafter,
neither party shall hire as an employee or consultant any employee of the other
party. For the purpose of this Section 11.13, an "employee of the other party"
is any current employee or any former employee whose employment terminated
within the last twelve (12) month period.
11.14 NOTICES. Any notice required pursuant to this Agreement will be in
writing and sent by registered or certified mail, return receipt requested, by
fax with proof of delivery, or by nationally recognized private overnight
carrier with proof of delivery, to the addresses of the parties set forth below
in this Agreement. The date of notice shall be the date on which the recipient
receives notice or refuses delivery. All notices shall be addressed as
follows:
to HCCC: HealthCare COMPARE Corp.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President, Risk Products
CC: Legal Department
to GEHA: Government Employees Hospital Association, Inc.
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▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: President
CC: Vice President, PPO Operations
11.15 EXECUTION. This Agreement may be executed in several counterparts, each
of which shall be deemed an original, but all of which shall constitute one and
the same instrument.
IN WITNESS WHEREOF the parties have executed this Agreement the day and date
last written below by their duly authorized officers for and on behalf of said
corporation.
Government Employees Hospital Association, Inc.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
President
Date: 7-26-95
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HealthCare COMPARE Corp.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Executive Vice President, Risk Products
Date: 7-31-95
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14
SUPPLEMENT A
AFFORDABLE MEDICAL NETWORKS
This Supplement A to the Agreement between HCCC and GEHA contains the terms and
conditions under which HCCC has agreed to provide the AFFORDABLE Medical
Networks and related services.
1. AMN SERVICES
1.1 CONTRACT PROVIDERS. HCCC establishes and maintains various AFFORDABLE
Medical Networks through Provider Agreements with Contract Providers for the
delivery of Medical Services at negotiated rates. HCCC may at any time and in
its sole discretion add or delete any Contract Provider(s) from any of its
AFFORDABLE Medical Networks.
1.2 SELECTION OF SERVICES. HCCC shall make the following AFFORDABLE Medical
Networks and information services available to Covered Persons at the fees, if
any, set forth in the Schedule of Fees (indicate each selection with an "X"):
[X] HOSPITAL NETWORK: A network of general acute care hospitals,
psychiatric hospitals, chemical dependency facilities, and other
facilities.
[X] OUTPATIENT CARE NETWORK: A network of physicians and certain
individual and institutional nonphysician providers, such as
free-standing clinical laboratories and magnetic resonance imaging
centers.
[ ] PPO INFOLINE: A toll-free number service available to GEHA and
Covered Persons offering current information on Contract Providers,
including their names and addresses.
[ ] PPO INFOLINE CONFIRMATION: A written confirmation of information
communicated to callers on the PPO Infoline.
[X] ANALYTIC AND PROGRAMMING SERVICES: Specialized services as
determined by GEHA.
[ ] EDI SERVICES: Electronic submission of repriced hospital claims
from Covered Persons, including non-Contract Provider hospitals.
[X] PRINTED CONTRACT PROVIDER DIRECTORIES: Bound directories listing the
geographic locations of Contract Providers for each AFFORDABLE Network
identified in Appendix II.
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[X] MANAGEMENT INFORMATION SYSTEM REPORTS: HCCC's standard reports which
summarize the annual utilization and cost of medical services provided to
Covered Persons, as well as the savings achieved as a direct result of
the use of hospital Contract Providers.
2. CONTRACT PROVIDERS
2.1 CREDENTIALING OF CONTRACT PROVIDERS. HCCC certifies that its Contract
Providers meet the criteria established under HCCC's credentialing,
recredentialing, and quality assurance procedures (for the purposes of this
Section 2.1 only, "Credentialing Procedures"). If HCCC makes any material
changes to its Credentialing Procedures, HCCC will notify GEHA within thirty
(30) days of the change. GEHA acknowledges that HCCC has previously modified
its Credentialing Procedures at GEHA's request for certain Contract Providers
that did not meet HCCC's standard criteria. Upon request, HCCC shall provide
GEHA a copy of the description of HCCC's hospital and OCN quality assessment
program.
2.2 PROVIDER AGREEMENTS. HCCC represents that Provider Agreements require
Contract Providers to accept Contract Rates as payment in full for Covered
Services and that Covered Persons shall only be billed for copayments and
deductible amounts required by the Health Plan or for Medical Services which
are not Covered Services.
2.3 BULLETIN OF CONTRACT PROVIDERS. HCCC shall furnish GEHA with a bulletin of
all hospital network Contract Providers (monthly, on hard copy and, if
available during the term of this Agreement, on magnetic tape) and HCCC shall
continue to furnish GEHA with a bulletin of all OCN Contract Providers
(monthly, on magnetic tape as previously provided) as applicable to each
AFFORDABLE Medical Network identified in Appendix II. HCCC shall continue to
furnish GEHA with a transmission of provider demographic data (quarterly, as
previously provided and, if available during the term of this Agreement,
monthly, at a fee to be determined in accordance with Appendix I, Schedule of
Fees, if and when monthly service is made available). Any changes in Contract
Providers, OCN Contract Rates, and/or procedure code listings shall be included
on each bulletin. GEHA shall advise Covered Persons that Contract Providers
may change without notice and that the Covered Person must confirm with the
Contract Provider the Contract Provider's status.
2.4 NOTICE TO CONTRACT PROVIDERS. Periodically, HCCC shall notify Contract
Providers of GEHA's selection of AFFORDABLE Medical Networks.
3. PAYMENT TO CONTRACT PROVIDER
3.1 CLAIMS ADMINISTRATION. GEHA acknowledges that in the event that outcomes
from third party utilization review services, which include certifications of
medical necessity,
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("Review Services") result in reduced or denied payments for Medical Services
to any Contract Provider, the Contract Provider will not be obligated to
accept the reduced or denied amount as payment in full. GEHA shall administer
claims, including determining the compensability and amount of payments for
Medical Services under the terms of the Health Plan. Specific claims
administration duties which GEHA shall perform under this Agreement include all
of the following:
3.1.1 TIMELINESS OF PAYMENT. GEHA shall use its best efforts to pay
each Contract Provider at the Contract Rates for all Covered Services
within thirty (30) days of receipt of an accurate and complete ▇▇▇▇.
GEHA acknowledges that under the Provider Agreement, a Contract Provider
may refuse to accept the Contract Rates as payment for Covered Services
if payment of accurate and complete bills is not made within thirty (30)
days.
3.1.2 EXPLANATION OF PAYMENT. GEHA shall include on the explanation of
payment to the Contract Provider the balance, if any, owed by Covered
Person and a statement that reimbursement is subject to the Provider
Agreement and GEHA shall provide HCCC with a copy of the proposed
explanations of payment for review.
3.1.3 DISPUTE RESOLUTION. Each party shall fully cooperate with the
other in resolving disputes with Contract Providers by providing
information and assistance as reasonably requested.
3.2 NOTICE OF NON-PAYMENT. GEHA shall promptly notify HCCC of its inability to
meet its payment obligations to HCCC and Contract Providers, in which case,
Contract Providers may cease providing services to Covered Persons at Contract
Rates. Nothing within this Section 3.2 shall prohibit HCCC from deeming such
failure to pay a Default under Paragraph 8.2.1. of the main body of this
Agreement.
4. CLAIMS REPRICING
4.1 HOSPITAL CLAIMS REPRICING. HCCC shall reprice each hospital Contract
Provider claim submitted for Medical Services rendered to each Covered Person.
GEHA shall identify and timely redirect to HCCC all hospital Contract Provider
claims which have been submitted to GEHA instead of HCCC. HCCC shall reprice
claims based upon the Contract Rates for Covered Services at each hospital
Contract Provider and return each claim to GEHA either by a transmittal sheet
or electronically, identifying the Contract Rate. At the end of each calendar
month, HCCC shall generate a listing of hospital claims repriced during the
month.
4.2 OCN CLAIMS REPRICING. GEHA shall perform OCN claims repricing. HCCC shall
A-3
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provide all necessary OCN Contract Provider data to GEHA for GEHA's repricing
of OCN claims. GEHA shall incorporate OCN Contract Rate and procedure code
changes within thirty (30) days of receipt of such information from HCCC. HCCC
shall have the right to inspect GEHA's records subject to Article 5 of the main
body of this Agreement to verify that OCN claims are appropriately priced and
savings appropriately calculated for purposes of the Utilization Incentive
Bonus identified in Appendix III. HCCC shall provide GEHA with any consulting
services necessary to correct any errors; provided that GEHA shall pay HCCC its
then-customary consulting fee for such services.
5. HEALTH PLAN AND COMMUNICATIONS
5.1 FINANCIAL INCENTIVES. The Health Plan shall include financial incentives
to Covered Persons to encourage the use of the AFFORDABLE Medical Networks for
health care services covered by the Health Plan. GEHA acknowledges that under
the Provider Agreement, a Contract Provider may refuse to accept patients at
Contract Rates if the Health Plan does not include such financial incentives.
GEHA shall provide HCCC with copies of its Health Plan at least thirty (30)
days before any AMN becomes effective. Further, any revision to the Health
Plan affecting the services provided under this Agreement shall be provided to
HCCC at least fifteen (15) days before the revisions take effect.
5.2 COVERED PERSON ELIGIBILITY. GEHA shall use its best efforts to promptly
verify a Covered Person's eligibility for Medical Services under the Health
Plan, which verification shall be provided to Contract Providers during normal
working hours, upon request. GEHA shall provide each Covered Person with a
Health Plan identification card which contains information confirming Covered
Person's eligibility to receive Contract Rates. GEHA acknowledges that Covered
Person's failure to use the Health Plan identification card or to advise
Contract Providers of AMN participation will cause an increased number of
performance issues and may result in HCCC's not meeting certain Performance
Standards set forth in Appendix III.
5.3 INFORMATION TO COVERED PERSONS. Subject to Section 6.2 of the main body of
the Agreement, GEHA shall provide Covered Persons with information relative to
the provision of AFFORDABLE Medical Networks and MTS Services and Covered
Persons' obligations with respect thereto, unless prohibited by applicable law.
Such information shall include the identification of all Contract Providers
which are part of AMNs listed in Appendix II.
5.4 RESPONSE TO COVERED PERSON INQUIRIES. HCCC shall be responsible for
responding to Covered Persons' questions concerning the services provided under
this Agreement only so long as GEHA is receiving PPO InfoLine services. GEHA
and not HCCC shall be responsible for responding to Covered Persons' questions
concerning benefits and medical claims.
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6. MEDICAL REVIEW PROGRAM
6.1 NECESSITY. GEHA acknowledges that a medical review program is necessary to
avoid furnishing of unnecessary services or days of inpatient care (cost
shifting), and therefore shall agree to include Review Services, as defined in
Section 3.1 of this Supplement A, in the Health Plan. However, except as may
be specifically provided for in this Agreement, HCCC shall have no
responsibility for the delivery or results of such medical review program. If
outcomes from Review Services result in noncertifications for Medical Services,
the Health Plan may reduce or deny payments to Contract Providers; provided,
however, that the Contract Provider may ▇▇▇▇ the Covered Person for the balance
due. GEHA agrees that its Review Services shall not interfere with the
relationships between HCCC and its Contract Providers.
6.2 NOTICE OF UTILIZATION REVIEW FIRM. GEHA shall provide written notice to
HCCC of the name, address, and telephone number of the utilization review firm
designated to provide services under the Health Plan. GEHA shall provide
written notice to HCCC of any change in the designation of the utilization
review firm and any material changes to the utilization review program at least
ninety (90) days prior to the effective date of any such change.
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SUPPLEMENT B
MANAGED TRANSPLANT SYSTEM SERVICES
This Supplement B to the Agreement between HCCC and GEHA contains the terms and
conditions under which HCCC shall provide MTS Services.
1. MANAGED TRANSPLANT SYSTEMS (MTS)
1.1 PERFORMANCE. HCCC shall provide MTS Services for transplant-related
Medical Services provided to Covered Persons within the fifty (50) United
States or Puerto Rico at the fees set forth in Appendix I. HCCC case managers
shall verify the appropriateness of the patient for the proposed procedure,
coordinate care during the waiting period, review care arrangements and related
services for the procedure and coordinate follow-up care for up to one year
after the procedure. GEHA acknowledges that HCCC has previously modified its
Credentialling Procedures at GEHA's request for certain Contract Providers that
did not meet HCCC standard criteria.
1.2 NOTICE. HCCC shall notify GEHA in writing of its MTS-related activities.
As appropriate, HCCC may also notify the Covered Person, the Attending
Practitioner, and/or the hospital.
2. HEALTH PLAN
2.1 REQUIREMENTS. GEHA understands and agrees that in order for HCCC to
provide its MTS Services, and subject to OPM approval, the Health Plan must
include at least the following:
2.1.1 A provision that coverage extends only to medically necessary
transplant-related Medical Services.
2.1.2 A provision that GEHA may obtain the services of an outside entity
to provide MTS Services, including the evaluation of the medical
necessity of and/or the appropriate setting for Medical Services.
Further, the Health Plan must state that GEHA has the right to determine
for payment purposes whether the Medical Services for which reimbursement
is sought meet the Health Plan's definition of medical necessity.
2.1.3 A provision that GEHA may, in its sole judgment and without waiver
of any Health Plan provision, pay for services not otherwise covered
under the terms of the Health Plan.
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2.1.4 A clear identification of the transplant procedures covered
under and excluded from the MTS. Covered transplants may include any
combination of the following transplant procedures: heart, heart/lung,
lung, liver, kidney, kidney/pancreas, allogenic bone marrow and
autologous bone marrow.
2.1.5 A clear identification of the covered services for transplant
patients in the MTS. Covered services should include at least the
medically necessary costs associated with the following: a)
pre-transplant evaluation; b) organ procurement including donor expenses;
c) the transplant procedure; d) transplant-related follow-up care for up
to one year; and e) pharmacy costs for immunosuppressant and other
transplant-related medications.
2.1.6 A clear description of the process the patient must follow to be
eligible for the full level of benefits associated with the MTS
including, at least, the following: a) the patient must contact HCCC
prior to pre-transplant evaluation to enroll in the program and to
arrange for redirection to a designated provider; b) coverage of the
transplant must be authorized by GEHA or GEHA's designee in advance of
the actual procedure being performed; and c) the patient must use one of
the designated MTS providers.
2.2 FINANCIAL RESOURCES AND INCENTIVES. GEHA's MTS program shall include
benefit incentives equal to or stronger (more incentive) than those contained
in GEHA's 1995 Benefit Plan (FEHB, RI 71-6). If GEHA modifies any of the MTS
benefit incentives it shall notify HCCC as soon as reasonably possible prior to
such change and obtain HCCC's written acknowledgement that the benefit
incentives are sufficient for GEHA to continue MTS services, as determined in
HCCC's sole discretion.
3. CONFIDENTIALITY OF MEDICAL INFORMATION
3.1 COVERED PERSON AUTHORIZATION. The parties acknowledge that in order for
HCCC to perform services under this Agreement, Attending Practitioners may be
required to furnish HCCC with Covered Person Medical Information. GEHA shall
provide Covered Person with an authorization form for delivery to Attending
Practitioners. The authorization form shall authorize the release to HCCC of
Covered Person Medical Information and authorize HCCC to release Covered Person
Medical Information to GEHA. If GEHA requests medical information from HCCC,
such request shall constitute GEHA's representation and warranty that it has a
valid authorization for HCCC to release the requested information.
3.2 CONFIDENTIALITY AND INDEMNIFICATION. HCCC and GEHA each shall maintain the
confidentiality of Covered Person Medical Information in accordance with all
applicable laws and regulations. Each party shall indemnify, defend and hold
the other harmless from and
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against any and all liabilities, damages, claims, actions and costs (including,
without limitation, attorneys' fees and expert witnesses' fees) which may arise
out of the wrongful disclosure of any Covered Person Medical Information.
3.3 AUTHORIZATION FORM TO HCCC. Notwithstanding any other provision of this
Agreement, HCCC may require CLIENT to provide a copy of a valid authorization
form for the Covered Person whose medical information is sought or may require
Covered Person to execute and deliver to HCCC a valid authorization prior to
the release of the requested medical information.
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APPENDIX I
SCHEDULE OF FEES
I. AFFORDABLE MEDICAL NETWORKS ACCESS FEES(1)
Percentage of Members within all HCCC-MSAs(2) PMPM
(dollars)
96% and over .................................... 6.80
91-95%(3)........................................ 7.00
86-90% ......................................... 7.20
81-85% ......................................... 7.60
76-80% ......................................... 7.90
71-75% ......................................... 8.50
66-70% ......................................... 8.80
61-65% ......................................... 9.10
56-60% ......................................... 9.40
51-55% ......................................... 9.70
under 50% ...................................... 10.00
II. MTS SERVICES $0.18 PMPM
III. FEES FOR REPRICING TO CONTRACT RATES
FOLLOWING TERMINATION OF ANY OR ALL MSAs(4)
Duration since termination Percent of Base Month Fees
-------------------------- --------------------------
First month 100%
Second month 60%
Third month 20%
Forth month 10%
Fifth month 5%
Sixth month 5%
(1) The AMN Access Fees listed apply to OCN and hospital AMNs, and
AFFORDABLE Select Network.
(2) The Percentage is calculated by dividing the total number of
Members in HCCC-MSAs by the total number of GEHA enrolled members in all MSAs.
(3) Fractions of a percent will be rounded down to the next whole number.
(4) All fees in this Section III are percentages of the total HCCC fees
charged for the last full calendar month of the terminated MSA(s)(Base Month").
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IV. ADDITIONAL FEES(5)
HCCC Service PMPM
------------ ----
(in dollars)
Printed Contract Provider Directories 0.40(6)
PPO InfoLine 0.35
Written InfoLine Confirmation 0.06
EDI Services 0.19(7)
Analytic and Programming Services (200 hours only) 0.01
Management Information Reports 0.00
Provider Demographic Data Transmission Fee to be determined
Additional Requested Services Fee to be determined
V. AUDIT FEES
HCCC Audit Fees $1,200.00 per day or partial day
GEHA Audit Fees $1,200.00 per day or partial day
(5) Unless otherwise provided in this Agreement, the Additional Fees are
limited to those services specified in this Agreement and the prices are
applicable only if selected by September 30, 1995 for 1996, except for PPO
InfoLine and Written InfoLine Confirmation which must be selected by
August 1, 1995.
(6) GEHA shall pay HCCC, upon receipt of invoice, all direct and
indirect costs of printing and mailing Contract Provider directories not
covered by the monthly payment and HCCC shall reimburse GEHA, upon receipt of
all complete and final invoices, for any PMPM payment that exceeds HCCC's cost
of printing and mailing; provided, however, that if the PMPM payment from GEHA
is insufficient to cover such costs as incurred by HCCC, GEHA shall immediately
advance amounts sufficient to cover such costs. GEHA may produce and print its
own directory upon notice to HCCC, no later than July 1st of each year.
(7) This fee is in addition to the applicable capitated fee listed in
Section I of this Schedule of Fees.
▇-▇
▇▇
▇▇▇▇▇▇▇▇ ▇▇: SERVICES PER MSA(1)
Outpatient Hospital Outpatient
MSA Hospital Network Network MTS Services MSA Network Network MTS Services
--- ---------------- ---------- ------------ --- -------- ---------- ------------
AL X X X MT X X X
AK X X X NE X X X
AZ X X X NV X X X
AR X X X NH X X X
CA X X X NJ X X X
CO X X X NM X X X
CT X X X NY X X X
DE X X X NC X X X
DC X X X ND X X X
FL X X X OH X X X
GA X X X OK X X X
HI X X X OR X X X
ID X X X PA X X X
IL(2) X X X PR X X X
IN X X X RI X X X
IA X X X SC X X X
KS X SD X X X
KY X X X TN X X X
LA X X X TX X X X
ME X X X UT X X X
MD X X X VT X X X
MA X X X VA X X X
MI X X X WA X X X
MN X X X WV X X X
MO X WI X X X
MS X X X WY X X X
(1) For convenience, selected MSAs are identified by state. To the extent the
selected MSAs do not comprise an entire state, the excluded MSAs shall be
identified by footnote.
(2) For purposes of AMN Services only, the following Illinois MSA counties are
excluded: Adams, Alexander, Bond, Brown, Calhoun, Cass, Champaign, Christian,
Clark, Clay, Clinton, Coles, Crawford, Cumberland, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Edgar,
Edwards, Effingham, Fayette, Ford, Franklin, Fulton, Gallatin, Greene,
Hamilton, Hancock, Hardin, Iroquois, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Jefferson, Jersey,
Johnson, Lawrence, Livingston, Logan, McDonough, McClean, Macon, Macoupin,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Mason, Massac, Menard, Monroe, Montgomery, Morgan, ▇▇▇▇▇▇▇▇,
Perry, Piatt, Pike, Pope, Pulaski, Randolph, Richland, St. Clair, Saline,
Sangamon, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, Union, ▇▇▇▇▇▇▇▇▇▇, Wabash, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇, White, and ▇▇▇▇▇▇▇▇▇▇.
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APPENDIX III: INCENTIVES AND STANDARDS
I. UTILIZATION INCENTIVE BONUS
GEHA shall pay HCCC an incentive bonus ("Utilization Bonus") equal to one
percent (1%) of the total AMN Services fees (as set forth in Appendix I) for
each full five percent (5%) increase in AMN utilization. The formula for
determining the amount, if any, of the Utilization Bonus is as follows:
A. To determine a baseline, HCCC shall divide the 1995 number of dollars paid
by GEHA to Contract Providers in HCCC-MSAs by the number of dollars paid by
GEHA in 1995 to all providers within the HCCC-MSAs. The result shall be deemed
the 1995 Percentage.
B. HCCC shall then apply the same formula in Paragraph A, except that HCCC
shall replace 1995 dollars with 1996 dollars. The result shall be deemed the
1996 Percentage.
▇. ▇▇▇▇ shall subtract the 1995 Percentage from the 1996 Percentage to arrive
at the percent of increase or decrease in utilization, which result shall
determine the amount, if any, of Utilization Bonus.
The above formula shall be applied to subsequent consecutive years by replacing
"1995" in Paragraph A with the earlier, and "1996" in Paragraph B with the
later, of two consecutive years. Utilization Bonuses may be earned only if
GEHA has a positive membership growth during Open Season which becomes
effective the following year within those HCCC-MCAs designated areas.
II. SAVINGS INCENTIVE BONUS
A. PMPM SAVINGS. If PMPM Savings (as calculated below) in one calendar year
("Measuring Year") exceed PMPM Savings in the calendar year two years earlier
("Comparison Year"), GEHA shall pay HCCC a bonus ("Savings Bonus") based on a
percentage of the increase in PMPM Savings. 1996 shall be the first Measuring
Year and the Savings Bonus shall be calculated annually thereafter.
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B. CALCULATION. PMPM Savings are calculated for any Measuring Year and
Comparison Year using the following formula:
(X + Y) x .90
--------------
Z x 12
Where: X = Annual hospital savings(1) in HCCC-MSAs;
Y = Annual OCN savings in HCCC-MSAs; and
Z = Average number of Members per month in HCCC-MSAs.
PMPM Savings for the Measuring Year shall be compared to the PMPM Savings in
the Comparison Year (for example, 1996 PMPM Savings shall be compared to 1994
PMPM Savings); provided, however, that if HCCC-MSA differ between the two
years, the X, Y, and Z figures for each Measuring Year or Comparison Year shall
be derived from only those HCCC-MSAs which are common to both years.
C. SAVINGS BONUS. Subtract the PMPM Savings in the Comparison Year from the
PMPM Savings in the Measuring Year. Any resulting positive number represents
the Savings Increase. Multiply the Savings Increase, if any, by the total
number of Members in the Measuring Year's HCCC-MSAs to arrive at Total Savings.
Then, calculate the percentage of Members as calculated in Appendix I,
Schedule of Fees, footnote 2. Apply that percentage to the table below to
arrive at the corresponding Savings Bonus Factor.
Percentage of GEHA Savings Bonus
Members in HCCC Networks Factor
------------------------ ------
96 - 100 0.5%
91 - 95 1%
86 - 89 1.5%
81 - 85 2%
76 - 80 3%
71 - 75 4%
66 - 70 5%
61 - 65 6%
▇▇ - ▇▇ ▇%
▇▇ - ▇▇ 8%
Below 50 10%
Multiply the Savings Bonus Factor by the Total Savings to arrive at the Savings
Bonus.
--------------------
(1) Hospital and OCN savings are the difference between Contract Providers'
billed charges and the Contract Rates.
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III. PERFORMANCE STANDARDS
A. PROCESSING TIMES AND ERROR RATES. HCCC will provide GEHA a monthly written
report of processing times relating to the repricing and adjustment of hospital
Contract Provider claims. The report will also include a repricing error
analysis in a mutually agreeable form.
The following performance standards and liquidated damages shall apply:
1. Ninety percent (90%) of accurate and complete hospital Contract
Provider claims and adjustments will be priced and mailed within five
(5) business days of receipt by HCCC. This standard is applicable
only to a maximum volume of 20,000 repriced claims per month. For
the remaining ten percent (10%) of such claims, HCCC will use its
best efforts to price and mail such claims within eight (8)
business days of receipt.
For each one percent (1%) below the ninety percent (90%) performance
standard, HCCC will apply a credit of $10,000 against the subsequent
month's AMN fee, up to a maximum of one quarter of two percent (1/4 of
2%) of that month's AMN fee.
2. HCCC shall not exceed a five percent (5%) error rate for
claims for which a repricing or adjustment error by HCCC could have
a negative financial impact on GEHA. For the purpose of this
paragraph, an error with a negative financial impact shall mean any
error which requires a pricing adjustment following delivery to
GEHA.
For each one percent (1%) above the five percent (5%) performance
standard, HCCC will apply a credit of $10,000 against the subsequent
month's AMN fee, up to a maximum of one quarter of two percent (1/4 of
2%) of that month's AMN fee.
B. NETWORK SERVICE ISSUES. HCCC will provide GEHA a monthly report of the
preceding calendar month's activity for Network Service Issues as defined
below.
1. Subject to Section 6.1 of the main body of the Agreement and
Section 5.2 of Supplement A, the following standards and liquidated
damages shall apply:
Ninety percent (90%) of all Network Service Issues ("Issue(s)")
will be resolved within ten (10) to thirty (30) business days from
the date of receipt of the Issue by HCCC as set forth by categories
below. This standard applies only to months with an average of no
more than seventy-five (75) Issues per week. Network Service Issues
mean:
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A. ISSUES THAT CAN BE RESOLVED IN 10 BUSINESS DAYS AT THE 90% LEVEL:
ISSUE RESOLUTION
----- ----------
Contract Status Status determined as follows: if
OCN/Hospital provider - contracted, give effective date; if
terminated, give term date; if non
contracted, so state.
Ancillary OCN/Hospital - Identify surgicenters, labs, others as
(FTIN match, no name match) contracted, non contracted, or non
contracted but contract rates apply to
provider.
Provider Name research/change Complete database change form within 4
required - days of receipt of issue. Issues
received prior to 15th of month will
appear as corrected in Infoline by 1st
of following month.
Provider Address research/change Complete database change form within 4
required- days of receipt of issue. Issues
received prior to 15th of month will
appear as corrected in Infoline by 1st
of following month.
Provider Phone research/change Complete database change form within 4
required - days of receipt of issue. Issues
received prior to 15th of month will
appear as corrected in Infoline by 1st
of following month.
Provider Tax Identification # Complete database change form within 4
research/change required - days of receipt of issue. Issues
received prior to 15th of month will be
loaded into database for inclusion on
next payor tape cycle (production and
distribution requires 45 days).
Network provider education regarding Record of call placed by Provider
participation requirements or to Relations to begin education process,
resolve member concern - issuance of instruction or clarifying
letter to provider.
Correct Directory/Infoline Complete database change form within 4
Information - days of receipt of issue. Issues
received prior to 15th of month will
appear as corrected in Infoline by 1st
of following month.
Provider No Longer in Practice - Complete database change form within 4
days of receipt of issue. Issues
received prior to 15th of month will
appear as corrected in Infoline by 1st
of following month.
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B. ISSUES THAT CAN BE RESOLVED IN 15 BUSINESS DAYS AT THE 90% LEVEL:
Hospital and OCN Provider Provider agrees to comply with terms of
Contract Disputes - the contract. Where agreement is not
reached, HCCC (with concurrence from
GEHA) will notify provider that GEHA
will no longer be payor for that
provider under the AMN contract. GEHA
to manually remove OCN provider
contract status.(1)
Provider Balance Billing - Provider agrees to refrain from balance
billing, signs and returns agreement to
provider relations. Where agreement is
not reached, HCCC (with concurrence
from GEHA) will notify provider that
GEHA will no longer be a payor for that
provider under the AMN contract. GEHA
to manually remove OCN provider
contract status.(1)
Provider Inappropriately Provider agrees to refrain from
Collecting Fees (prior to rendering charging fees (copayments and unmet
service without proper/clear benefit deductibles, and coinsurance where
plan information) - provider has received information
upfront from GEHA are excluded). Where
agreement is not reached, HCCC (with
concurrence from GEHA) will notify
provider that GEHA will no longer be a
payor for that provider under the AMN
contract. GEHA to manually remove OCN
provider contract status.(1)
OCN provider refuses to Provider agrees to comply with terms of
recognize COB the payment contract. Where agreement is not
requirements - reached, HCCC (with concurrence from
GEHA) will notify provider that GEHA
will no longer be a payor for that
provider under the AMN contract. GEHA
to manually remove OCN provider
contract status.(1)
___________________
(1) Written request to GEHA for concurrence in provider termination to be
forwarded prior to the end of the 15 day period. Provider terminated within 2
days of affirmative response by GEHA. If no affirmative response from GEHA,
HCCC will continue to work the issue until resolved or agreement on termination
received from GEHA.
III-5
30
C. ISSUES THAT CAN BE RESOLVED IN 30 BUSINESS DAYS AT THE 90% LEVEL:
Hospital provider refuses to Provider agrees to comply with terms of
recognize COB the payment contract. Where agreement is not
requirements - reached, HCCC (with concurrence from
GEHA) will notify provider that GEHA
will no longer be a payor for that
provider under the AMN contract. GEHA
to manually remove OCN provider
contract status.(1)
2. Any Issue resubmitted to HCCC by GEHA will be considered a new Issue,
unless it is resubmitted within five (5) business days following receipt by
GEHA after resolution by HCCC.
3. For each one percent (1%) below the ninety percent (90%) performance
standard, HCCC will apply a credit of $10,000 against the subsequent month's
AMN fee, up to a maximum of one quarter of two percent (1/4 of 2%) of that
month's AMN fee.
4. For the remaining ten percent (10%) of the Issues, HCC will use its best
efforts to resolve the Issues in forty-five (45) business days.
C. UNCOLLECTED OVERPAYMENTS. It is assumed that GEHA's proper use of the AMN
Services will result in uncollected AMN overpayments to Contract Providers of
no more than 1% of the Contract Providers total charges after reduction to
Contract Rates ("Total AMN Charges").
For uncollected overpayments to Contract Providers which are outstanding at
least ninety (90) days after GEHA's notice to HCCC of such overpayments and
which are in excess of one percent (1%) of total AMN charges (the Base), HCCC
will apply a credit of $10,000 against the subsequent month's AMN fee, for each
one percent (1%) that is in excess of the Base up to a total of one quarter of
two percent (1/4 of 2%) of that month's AMN fee.
D. MAXIMUM LIQUIDATED DAMAGES. The total assessed liquidated damages shall not
exceed 2% of the total AMN payment to HCCC.
IV. NONEXCLUSIVITY OF RIGHTS
The bonuses, incentives and liquidated damages provided for in this Appendix
III are not exclusive. The parties are entitled to recover and/or receive all
other amounts due under this Agreement. The parties are also entitled to any
and all legal and equitable remedies which may be available.
III-6