INDEPENDENT PRACTICE ASSOCIATION PARTICIPATION AGREEMENT COVER SHEET

7.1

IPA agrees to comply with Humana’s quality assurance, quality improvement, accreditation, risk management, utilization review, utilization management and other administrative policies and procedures established and revised by Humana from time to time and, in addition, those policies and procedures which are set forth in Humana’s Physician Administration Manual, or its successor (hereinafter referred to as the “Manual”), and bulletins or other written materials that may be promulgated by Humana from time to time to supplement the Manual. The Manual and updated policies and procedures may be issued and distributed by Humana in electronic format. Paper copies may be obtained by IPA upon written request. Revisions to such policies and procedures shall become binding upon IPA ninety (90) days after such notice to IPA by mail or electronic means, or such other period of time as necessary for Humana to comply with any statutory, regulatory and/or accreditation requirements.

7.2	Humana shall maintain an authorization procedure for IPA to verify coverage of Members under a Humana health benefits contract.

7.3

IPA agrees that it shall obtain preadmission authorization or provide admission notification with respect to Member inpatient admissions. IPA recognizes that failure to notify Humana of Member admission could result in limitation on Humana's ability to administer Members’ benefits. In the event that IPA fails to obtain preadmission authorization or notify Humana of a Member inpatient admission, the IPA’s claim will be pended and may either not be paid (if it is not Medically Necessary) or be subject to an administrative reduction in an amount equal to a fifty percent (50%) of the allowed amount. IPA agrees it shall not balance ▇▇▇▇ the Member for the amount of the reduction in payment. In the event the reduction described herein is effected, the Member's Copayments, if any, will be adjusted accordingly

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CREDENTIALING AND PROFESSIONAL LIABILITY INSURANCE

8.1

Participation under this Agreement by IPA and Participating Providers is subject to the satisfaction of all applicable credentialing and re-credentialing standards established by Humana. IPA shall provide Humana, or its designee, information necessary to ensure compliance with such standards at no cost to Humana or its designee. IPA agrees to use electronic credentialing and recredentialing processes when administratively feasible. IPA, as applicable, and all Participating Providers providing IPA Services to Humana Members shall be credentialed in accordance with Humana’s credentialing process prior to receiving participating status with Humana.

 

8.2

IPA shall maintain, at no expense to Humana, policies of comprehensive general liability, professional liability, and workers' compensation coverage as required by law, insuring IPA and IPA’s employees and agents against any claim or claims for damages arising as a result of injury to property or person, including death, occasioned directly or indirectly in connection with the provision of IPA Services contemplated by this Agreement and/or the maintenance of IPA’s facilities and equipment. Upon request, IPA shall provide Humana with evidence of said coverage, of which minimum professional liability coverage shall be two hundred and fifty thousand dollars ($250,000) per occurrence and seven hundred and fifty thousand dollars ($750,000) in the aggregate, or as required by state law. IPA shall provide Humana with written notice at least ten (10) days prior to any cancellations and/or modifications in the coverage. IPA shall within ten (10) business days following service upon IPA, or such other period of time as may be required by any applicable law, rule or regulation, notify Humana in writing of any Member lawsuit alleging malpractice involving a Member.

PROVISION OF MEDICAL SERVICES

9.1

IPA shall provide Members all available medical services within the normal scope of and in accordance with IPA’s: (a) licenses and certifications, and (b) privileges to provide certain services based upon IPA’s qualifications as determined by Humana. IPA agrees to comply with all requests for information related to IPA’s qualifications in connection with Humana’s determination whether to extend privileges to provide certain services and/or procedures to Members. IPA shall not ▇▇▇▇, charge, seek payment or have any recourse against Humana or Members for any amounts related to the provision of IPA Services for which Humana has notified IPA that privileges to perform such services have not been extended.

9.2

IPA shall maintain all office medical equipment including, but not limited to, imaging, diagnostic and/or therapeutic equipment (hereinafter referred to as “Equipment”) in acceptable working order and condition and in accordance with the Equipment manufacturer’s recommendations for scheduled service and maintenance. Such Equipment shall be located in IPA’s office locations that promote patient and employee safety. IPA shall provide Humana or its agents with access to such Equipment for inspection and an opportunity to review all records reflecting Equipment maintenance and service history. Such Equipment shall only be operated by qualified technicians with appropriate training and required licenses and certifications.

 

9.3

Equipment owned and/or operated by IPA shall comply with all standards for use of such Equipment and technician qualifications established by Humana. IPA agrees to comply with all requests for information related to Equipment and IPA’s and/or IPA’s staff, qualifications for use of same. In the event: (i) IPA’s Equipment fails to meet Humana’s standards; or (ii) IPA declines to comply with Humana’s standards for use of Equipment, IPA agrees that it will not use such Equipment while providing services to Members and shall not ▇▇▇▇, charge, seek payment or have any recourse against Humana or Members for any amounts for services with respect to such Equipment.

 

STANDARDS OF PROFESSIONAL PRACTICE

10.1

IPA Services shall be made available to Members without discrimination on the basis of type of health benefits plan, source of payment, sex, age, race, color, religion, national origin, health status or disability. IPA shall provide IPA Services to Members in the same manner as provided to their other patients and in accordance with prevailing practices and standards of the profession.

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MEDICAL RECORDS

11.1

IPA shall prepare, maintain and retain as confidential the medical records of all Members receiving IPA Services, and Members’ other personally identifiable health information received from Humana, in a form and for time periods required by applicable state and federal laws, licensing requirements, accreditation and reimbursement rules and regulations to which IPA is subject, and in accordance with accepted medical practice. IPA shall obtain authorization of Members permitting Humana, and/or any state or federal agency as permitted by law, to obtain a copy and have access, upon reasonable request, to any medical record of Member related to services provided by IPA pursuant to applicable state and federal laws. Copies of such records for the purpose of claims processing shall be made and provided by IPA at no cost to Humana or the Member.

11.2

IPA and Humana agree to maintain the confidentiality of information maintained in the medical records of Members, and information obtained from Humana through the verification of Member eligibility, as required by law. This Section 11 shall survive expiration or termination of this Agreement, regardless of the cause.

GRIEVANCE AND APPEALS PROCESS/BINDING ARBITRATION

12.1

IPA shall cooperate and participate with Humana in grievance and appeals procedures to resolve disputes that may arise between Humana and its Members. IPA and Humana further agree that in the event they are unable to resolve disputes that may arise with respect to this Agreement, IPA will first exhaust any internal Humana administrative review or appeal procedures prior to submitting any matters to binding arbitration.

12.2

In the event of a dispute between IPA and Humana which is not resolved as set forth in Section 22 below, or which the parties cannot settle by mutual agreement, the dispute shall be resolved by binding arbitration, conducted by a single arbitrator selected by the parties from a panel of arbitrators proposed by the American Arbitration Association (“AAA”). This applies, without limitation, to any dispute arising out of the parties’ business relationship, including allegations or claims involving violations of state or federal laws or regulations. In the event the parties cannot agree on the arbitrator, then the arbitrator shall be appointed by the AAA. The arbitration shall be conducted in Ft. Lauderdale, Florida, in accordance with and subject to the Commercial Arbitration Rules of the AAA then in effect, or under such other mutually agreed upon guidelines. Judgment upon the award rendered in any such arbitration may be entered in any court of competent jurisdiction, or application may be made to such court for judicial acceptance and enforcement of the award, as applicable law may require or allow. The submission of any dispute to arbitration shall not adversely affect either party’s right to seek preliminary injunctive relief with respect to an actual or threatened termination, repudiation or rescission of the Agreement. Except as expressly set forth in Section 22 below, the costs of any arbitration proceeding(s) hereunder shall be borne equally by the parties, and each party shall be responsible for its own attorneys’ fees and such other costs and expenses incurred related to the proceedings. Notwithstanding the preceding sentence, in the event IPA is an individual practitioner or is a group practice consisting of less than six (6) IPAs and is the prevailing party in the arbitration, then Humana shall reimburse IPA any applicable filing fees or arbitrator fees paid by IPA. Arbitrations hereunder shall be conducted solely between IPA and Humana; class-based arbitration shall not be permitted. The parties agree this Agreement is a transaction involving interstate commerce and therefore that the Federal ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇ ▇.▇.▇. §▇ et seq. applies.

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12.3

Notwithstanding anything to the contrary in Section 12.2 above, Section 12.2 shall not apply to any dispute between IPA and Humana: (i) which is subject to resolution through either Section 7.10 or Section 7.11 of that certain settlement agreement dated October 17, 2005 between Humana Inc. and Humana Health Plan, Inc. and the representative plaintiffs, the signatory medical societies, and class counsel (“MDL Settlement”); and (ii) for which IPA seeks resolution pursuant thereto; provided, however, any dispute subject to resolution under Section 7.11 of the MDL Settlement which does not result in a binding determination on the parties pursuant to the terms of Section 7.11 and for which IPA desires to continue to pursue shall be resolved by binding arbitration in accordance with Section 12.2 of this Agreement. A description of Sections 7.10 and 7.11 of the MDL Settlement are set forth in the Manual. All final determinations rendered in accordance with Sections 7.10 or 7.11 of the MDL Settlement are binding upon IPA and Humana. Notwithstanding anything to the contrary in this Section 12.3 or in Section 22.1 below, at Humana's option, Sections 7.10 or 7.11 or the MDL Settlement shall not apply to any physician, including a Participating Provider, who has opted-out of the MDL Settlement.

 

USE OF IPA’S NAME

13.1

Humana may include the following information in any and all marketing and administrative materials published or distributed in any medium: IPA’s name, telephone number, address, office hours, type of practice or specialty, hospital affiliation, Internet web-site address, and the names of Participating Providers, including IPAs providing care at IPA’s office, and hospital affiliation, board certification, and other education and training history, if applicable, of Participating Providers. Humana will provide IPA with access to such information or copies of such administrative or marketing materials upon request.

13.2	IPA may advertise or utilize marketing materials, logos, trade names, service marks, or other materials created or owned by Humana after obtaining Humana’s written consent. IPA shall not acquire any right or title in or to such materials as a result of such permissive use.

13.3	IPA agrees to allow Humana to distribute a public announcement of IPA’s affiliation with Humana.

PAYMENT

14.1

IPA shall accept payment from Humana for those services for which benefits are payable under a Member’s health benefits contract (hereinafter referred to as “Covered Services”) provided to Member in accordance with the reimbursement terms in the payment attachment. IPA shall collect directly from Member any co-payment, coinsurance, or other member cost share amounts (hereinafter referred to as "Copayments") applicable to the Covered Services provided and shall not waive, discount or rebate any such Copayments. Payments made in accordance with the payment attachment less the Copayments owed by Members pursuant to their health benefits contracts shall be accepted by IPA as payment in full from Humana for all Covered Services. This provision shall not prohibit collection by IPA from Member for any services not covered under the terms of the applicable Member health benefits contract. A reduction in payment as a result of claims policies and/or processing procedures is not an indication that the service provided is a non-covered service.

14.2

IPA agrees that payment may not be made by Humana for services rendered to Members which are determined by Humana not to be Medically Necessary. “Medically Necessary” (or “Medical Necessity”), unless otherwise defined by applicable law, shall mean health care services that a physician, exercising prudent clinical judgment, would provide to a patient for the purpose of preventing, evaluating, diagnosing or treating an illness, injury, disease or its symptoms, and that are (a) in accordance with generally accepted standards of medical practice; (b) clinically appropriate, in terms of type, frequency, extent, site and duration, and considered effective for the patient’s illness, injury or disease; and (c) not primarily for the convenience of the patient, physician, or other health care provider, and not more costly than an alternative service or sequence of services at least as likely to produce equivalent therapeutic or diagnostic results as to the diagnosis or treatment of that patient’s illness, injury or disease. For these purposes, “generally accepted standards of medical practice” means standards that are based on credible scientific evidence published in peer-reviewed medical literature generally recognized by the relevant medical community, physician specialty society recommendations and the views of physicians practicing in relevant clinical areas and any other relevant factors. IPA agrees that in the event of a denial of payment for IPA Services rendered to Members determined not to be Medically Necessary by Humana, that IPA shall not ▇▇▇▇, charge, seek payment or have any recourse against Member for such services. Notwithstanding the immediately preceding sentence, IPA may ▇▇▇▇ the Member for services determined not to be Medically Necessary if IPA provides the Member with advance written notice that: (a) identifies the proposed services, (b) informs the Member that such services may be deemed by Humana to be not Medically Necessary, and (c) provides an estimate of the cost to the Member for such services and the Member agrees in writing in advance of receiving such services to assume financial responsibility for such services.

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14.3

IPA agrees that Humana may recover overpayments made to IPA by Humana by offsetting such amounts from later payments to IPA, including, without limitation, making retroactive adjustments to payments to IPA for errors and omissions relating to data entry errors and incorrectly submitted claims or incorrectly applied discounts. Humana shall provide IPA thirty (30) days advance written notice of Humana’s intent to offset such amounts prior to deduction of any monies due. If IPA does not refund said monies or request review of the overpayments described in the notice within thirty (30) days following receipt of notice from Humana, Humana may without further notice to IPA deduct such amounts from later payments to IPA. Humana may make retroactive adjustments to payments for a period not to exceed eighteen (18) months from original date of payment or such other period as may be required by applicable law.

14.4	In the event Humana has access to IPA’s, or a Participating Provider’s, services through one or more other agreements or arrangements in addition to this Agreement, Humana will determine under which agreement or arrangement payment for Covered Services will be made.

14.5	Nothing contained in this Agreement is intended by Humana to be a financial incentive or payment that directly or indirectly acts as an inducement for IPA to limit Medically Necessary services.

SUBMISSION OF CLAIMS

15.1

IPA shall submit all claims to Humana or its designee, as applicable, using the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) compliant 837 electronic format, or a CMS 1500 and/or UB-92, or their successors, within one hundred eighty (180) days from the later of: (i) the date of service; or (ii) the date of IPA’s receipt of the explanation of benefits from the primary payor when Humana is the secondary payor; provided, however, all claims under self-insured plans must be submitted within ninety (90) days of the date of service. Notwithstanding the foregoing, self-insured plans may specify a shorter period of time in which claims must be submitted. Humana may, in its sole discretion, deny payment for any claim(s) received by Humana after the later of the dates specified above. IPA acknowledges and agrees that Members shall not be responsible for any payments to IPA except for applicable Copayments and non-covered services provided to such Members

 

15.2

Humana will process IPA claims which are accurate and complete in accordance with Humana’s normal claims processing procedures and applicable state and/or federal laws, rules and regulations with respect to the timeliness of claims processing. Such claims processing procedures may include, without limitation, automated systems applications which identify, analyze and compare the amounts claimed for payment with the diagnosis codes and which analyze the relationships among the billing codes used to represent the services provided to Members. These automated systems may result in an adjustment of the payment to the IPA for the services or in a request, prior to payment, for the submission for review of medical records that relate to the claim. A reduction in payment as a result of claims policies and/or processing procedures is not an indication that the service provided is a non-covered service. In no event may IPA ▇▇▇▇ a member for any amount adjusted in payment.

15.3

IPA shall use best efforts to submit all claims to Humana by electronic means available and accepted as industry standards that are mutually agreeable, and which may include claims clearinghouses or electronic data interface companies used by Humana. IPA acknowledges that Humana may market certain products that will require electronic submission of claims in order for IPA to participate.

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COORDINATION OF BENEFITS

16.1

When a Member has coverage, other than with Humana, which requires or permits coordination of benefits from a third party payor in addition to Humana, Humana will coordinate its benefits with such other payor(s). In all cases, Humana will coordinate benefits payments in accordance with applicable laws and regulations and in accordance with the terms of its health benefits contracts. When permitted to do so by such laws and regulations and by its health benefits contracts, Humana will pay the lesser of: (i) the amount due under this Agreement; (ii) the amount due under this Agreement less the amount payable or to be paid by the other payor(s); or (iii) the difference between allowed billed charges and the amount paid by the other payor(s). In no event, however, will Humana, when its plan is a secondary payor, pay an amount, which, when combined with payments from the other payor(s), exceeds the rates set out in this Agreement; provided, however, if Medicare is the primary payer, Humana will, to the extent required by applicable law, regulation or Centers for Medicare and Medicaid Services (“CMS”) Office of Inspector General (“OIG”) guidance, pay IPA an amount up to the amount Humana would have paid, if it had been primary, toward any applicable unpaid Medicare deductible or coinsurance.

NO LIABILITY TO MEMBER FOR PAYMENT

17.1

IPA agrees that in no event, including, but not limited to, nonpayment by Humana, Humana’s insolvency or breach of this Agreement, shall IPA or any Participating Provider ▇▇▇▇, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against Members or persons other than Humana (or the payor issuing the health benefits contract administered by Humana) for Covered Services provided by IPA. This provision shall not prohibit collection by IPA from Member for any non-covered service and/or Copayments in accordance with the terms of the applicable Member health benefits contract.

17.2

IPA further agrees that: (i) this provision shall survive the expiration or termination of this Agreement regardless of the cause giving rise to expiration or termination and shall be construed to be for the benefit of the Member; (ii) this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between IPA and Member or persons acting on their behalf; and (iii) this provision shall apply to all employees, agents, trustees, assignees, subcontractors, and independent contractors of IPA, and IPA shall obtain from such persons specific agreement to this provision.

17.3	Any modification to this Section 17 shall not become effective unless approved by the Commissioner of Insurance, in the event such approval is required by applicable state law or regulation, or such changes are deemed approved in accordance with state law or regulation.

ACCESS TO INFORMATION

18.1

IPA agrees that Humana, or any state or federal regulatory agency as required by law, shall have reasonable access and an opportunity to examine IPA’s financial and administrative records as they relate to services provided to Members during normal business hours, on at least seventy-two (72) hours advance notice, or such shorter notice as may be imposed on Humana by a federal or state regulatory agency or accreditation organization.

NEW PRODUCT INTRODUCTION

19.1

From time to time during the term of this Agreement, Humana may develop or implement new products. Should Humana offer participation in any such new product to IPA, IPA shall be provided with ninety (90) days' written notice prior to the implementation of such new product. If IPA does not object in writing to its participation in such new product within such ninety (90) day notice period, IPA shall be deemed to have accepted participation in the new product. In the event IPA objects to its participation in a new product, the parties shall confer in good faith to reach agreement on the terms of IPA’s participation. If agreement on such new product cannot be reached, such new product shall not apply to this Agreement. Humana may in its discretion, establish, develop, manage and market provider networks in which IPA may not be selected to participate.

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ASSIGNMENT AND DELEGATION

20.1

The assignment by IPA of this Agreement or any interest hereunder shall require notice to and the written consent of Humana. As used in this paragraph, the term “assignment” shall also include a change of control in IPA’s practice by merger, consolidation, transfer, or the sale of thirty-three percent (33%) or more stock or other ownership interest in IPA’s practice. Any attempt by IPA to assign this Agreement or any interest hereunder without complying with the terms of this paragraph shall be void and of no effect, and Humana, at its option, may elect to terminate this Agreement upon thirty (30) days written notice to IPA, without any further liability or obligation to IPA. Humana may assign this Agreement in whole or in part to any purchaser of or successor to the assets or operations of Humana, or to any affiliate of Humana, provided that the assignee agrees to assume Humana’s obligations under this Agreement. Upon notice of an assignment by Humana, IPA may terminate this Agreement upon thirty (30) days written notice to Humana.

COMPLIANCE WITH REGULATORY REQUIREMENTS

21.1

IPA acknowledges, understands and agrees that this Agreement may be subject to the review and approval of state regulatory agencies with regulatory authority over the subject matter to which this Agreement may be subject. Any modification of this Agreement requested by such agencies or required by applicable law or regulations shall be incorporated herein as provided in Section 23.10, of this Agreement.

21.2

IPA and Humana agree to be bound by and comply with the provisions of all applicable state and/or federal laws, rules and regulations. The alleged failure by either party to comply with applicable state and/or federal laws, rules or regulations shall not be construed as allowing either party a private right of action against the other in any court, administrative or arbitration proceeding in matters in which such right is not recognized or authorized by such law or regulation.  IPA and Participating Providers agree to procure and maintain for the term of this Agreement all license(s) and/or certification(s) as is required by applicable law and Humana’s policies and procedures. IPA shall notify Humana immediately of any changes in licensure or certification status of IPA or Participating Providers. If IPA or any individual Participating Provider violates any of the provisions of applicable state and/or federal laws, rules and regulations, or commits any act or engages in conduct for which IPA’s or Participating Providers’ professional licenses are revoked or suspended, or otherwise is restricted by any state licensing or certification agency by which IPA or Participating Providers are licensed or certified, Humana may immediately terminate this Agreement or any individual Participating Provider.

DISPUTE RESOLUTION/LIMITATIONS ON PROCEEDINGS

22.1

IPA may contest the amount of the payment, denial or nonpayment of a claim only within a period of eighteen (18) months following the date such claim was paid, denied or not paid by the required date by Humana. In order to contest such payments, IPA shall provide to Humana, at a minimum, in a clear and acceptable written format, the following information: Member name and identification number, date of service, relationship of the Member to the patient, claim number, name of the provider of the services, charge amount, payment amount, the allegedly correct payment amount, difference between the amount paid and the allegedly correct payment amount, and a brief explanation of the basis for the contestation. Humana will review such contestation(s) and respond to IPA within thirty (30) days of the date of receipt by Humana of such contestation. Notwithstanding the foregoing, in the event the claims contestation is subject to resolution under Section 7.11 of the MDL Settlement, IPA may elect to pursue resolution thereunder in lieu of the contestation procedure set forth in this Section 22.1; provided, however, any commencement of an appeal under Section 7.11 shall be brought within the eighteen (18) month timeframe set forth in this Section 22.1 or shall otherwise be barred. Further, in the event IPA fails to exercise the contestation rights set forth in this Section 22.1, IPA shall not be entitled to pursue an appeal under Section 7.10 of the MDL Settlement.

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22.2

In the event of a determination, following either the review of the claims contestations by Humana, or following the arbitration proceedings described in Section 12.2 above, that the claims in dispute, in the aggregate, were processed and paid correctly, IPA shall, upon request of Humana, reimburse Humana for its costs in reviewing the claims contestations and reprocessing the claims and, in the event the matter was submitted by either party for arbitration, the costs and expenses, and attorneys fees incurred by Humana that are attributable to the arbitration proceeding. In the event of a determination, following either the review of the claims contestations by Humana or following the arbitration proceedings described in Section 12.2 above, that the claims in dispute, in the aggregate, were not processed and paid correctly by Humana, Humana shall, upon request of IPA, reimburse IPA’s costs in preparing the claims contestation submission to Humana, and, in the event the matter was submitted by either party for arbitration, the costs and expenses, and attorneys fees incurred by IPA that are attributable to the mediation or arbitration proceeding.

MISCELLANEOUS PROVISIONS

23.1

SEVERABILITY. If any part of this Agreement should be determined to be invalid, unenforceable, or contrary to law, that part shall be reformed, if possible, to conform to law, and if reformation is not possible, that part shall be deleted, and the other parts of this Agreement shall remain fully effective.

23.2

GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the applicable laws of the State of Florida. The parties agree that applicable state and/or federal laws and/or regulations may make it necessary to include in this Agreement specific provisions relevant to the subject matter contained herein. Such state law provisions, if any, are set forth in the state law coordinating provisions attachment hereto. Such federal law provisions, if any, are set forth in the Medicare Advantage provisions attachment hereto. The parties agree to comply with any and all such provisions and in the event of a conflict between the provisions in the state law coordinating provisions attachment and/or the Medicare Advantage provisions attachment and any other provisions in this Agreement, the provisions in those attachments, as applicable, shall control. In the event that state and/or federal laws and/or regulations enacted after the Effective Date expressly require specific language be included in this Agreement, such provisions are hereby incorporated by reference without further notice by or action of the parties and such provisions shall be effective as of the effective date stated in such laws, rules or regulations.

23.3

WAIVER. The waiver, whether express or implied, of any breach of any provision of this Agreement shall not be deemed to be a waiver of any subsequent or continuing breach of the same provision. In addition, the waiver of one of the remedies available to either party in the event of a default or breach of this Agreement by the other party shall not at any time be deemed a waiver of a party's right to elect such remedy at any subsequent time if a condition of default continues or recurs.

23.4

NOTICES. Any notices, requests, demands or other communications, except notices of changes in policies and procedures pursuant to Section 7, required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given: (i) on the date of personal delivery; or (ii) provided such notice, request, demand or other communication is received by the party to which it is addressed in the ordinary course of delivery: (a) on the third day following deposit in the United States mail, postage prepaid or by certified mail, return receipt requested; (b) on the date of transmission by facsimile transmission; or (c) on the date following delivery to a nationally recognized overnight courier service, each addressed to the other party at the address set forth below their respective signatures to this Agreement, or to such other person or entity as either party shall designate by written notice to the other in accordance herewith. Humana may also provide such notices to IPA by electronic means to the e-mail address of IPA set forth on the Cover Sheet to this Agreement or to other e-mail addresses IPA provides to Humana by notice as set forth herein. Unless a notice specifically limits its scope, notice to any one party included in the term “IPA” or “Humana” shall constitute notice to all parties included in the respective terms.

 

23.5

CONFIDENTIALITY. IPA agrees that the terms of this Agreement and information regarding any dispute arising out of this Agreement are confidential, and agrees not to disclose the terms of this Agreement nor information regarding any dispute arising out of this Agreement to any third party without the express written consent of Humana, except pursuant to a valid court order, or when disclosure is required by a governmental agency. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that IPA may discuss the payment methodology included herein with Members requesting such information.

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23.6

COUNTERPARTS, HEADINGS AND CONSTRUCTION. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. The headings in this Agreement are for reference purposes only and shall not be considered a part of this Agreement in construing or interpreting any of its provisions. Unless the context otherwise requires, when used in this Agreement, the singular shall include the plural, the plural shall include the singular, and all nouns, pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the person or persons may require. It is the parties desire that if any provision of this Agreement is determined to be ambiguous, then the rule of construction that such provision is to be construed against its drafter shall not apply to the interpretation of the provision.

23.7	INCORPORATION OF ATTACHMENTS. All attachments attached hereto are incorporated herein by reference.

23.8	FORCE MAJEURE. Neither party to this Agreement shall be deemed to breach its obligations under this Agreement if that party's failure to perform under the terms of this Agreement is due to an act of God, riot, war or natural disaster.

23.9

ENTIRE AGREEMENT. This Agreement, including the attachments, addenda and amendments hereto and the documents incorporated herein, constitutes the entire agreement between Humana and IPA with respect to the subject matter hereof, and it supersedes any prior or contemporaneous agreements, oral or written, between Humana and IPA.

23.10

MODIFICATION OF AGREEMENT.  This Agreement may be amended in writing as mutually agreed upon by IPA and Humana. In addition, Humana may amend this Agreement upon ninety (90) days' written notice to IPA. Failure of IPA to object in writing to such amendment during the ninety (90) day notice period shall constitute acceptance of such amendment by IPA.

23.11

MATERIAL ADVERSE CHANGES. Notwithstanding anything to the contrary in Sections 6, 7.1, 19.1, 23.10 or the payment attachment, in the event Humana makes a material adverse change in the terms of this Agreement it shall provide at least ninety (90) days written notice to IPA of such change; except where a shorter notice period is required to comply with applicable law or regulation. If IPA objects to the change that is the subject of the notice, then IPA must within thirty (30) days of the date of the notice give written notice of termination of this Agreement which notice shall be effective at the end of the notice period of the material adverse change; provided, however, if Humana provides written notice within sixty-five (65) days of the date of the original notice of the material adverse change that it will not implement such change as to IPA, then IPA’s notice of termination shall be of no force or effect.

CONTRACTING LIMITATIONS

24.1

Unless otherwise agreed to in writing by Humana, IPA and its affiliated companies agree not to enter into any risk contract (including global, full and limited risk and capitated contracts) with any other health maintenance organization, health insurance company, health benefits organization, prepaid health plan or similar entity providing prepaid health services and/or any affiliated companies thereof and who underwrite, administer, market or otherwise participate in the Medicare Advantage (formerly known as Medicare+Choice) program and have a contract with the Centers for Medicare and Medicaid Services covering the following counties in the State of Florida, specifically: ▇▇▇▇▇▇, St. Lucie, Okeechobee and Glades counties (“Medicare Advantage Competitor”). Failure to comply with the provisions of this paragraph will constitute cause for termination of the Agreement.

24.2	IPA represents and warrants that the execution, delivery and performance of the terms of the “Contracting Limitations” provision does not and will not constitute a breach of any other contract to which IPA is subject.

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24.3

The parties agree that this “Contracting Limitations” Section 24 does not in any way: (a) require IPA to terminate his/her/its relationship with any Medicare Advantage Competitor or patient; or (b) restrict IPA’s ability to treat patients, including those currently enrolled in a Medicare Advantage Competitor, on a self-pay and/or out-of-network and/or emergency basis; or (c) apply or relate to any of IPA’s contractual relationships with health maintenance organizations, health insurance companies, health benefits organizations, prepaid health plans or similar entities providing coverage for health services and/or any affiliated companies thereof as they apply to commercial or self-insured programs or plans.

24.4	The parties hereby agree that this “Contracting Limitations” Section 24 shall terminate on December 31, 2013 (the “Contracting Limitations Termination Date”)

NON-SOLICITATION

 

25.1

IPA acknowledges that Humana has invested and will invest substantial resources including funds, time, effort and goodwill in building a roll of Medicare Advantage Members to be treated by IPA or IPA Participating Provider. Therefore, IPA agrees that IPA and or any of IPA’s Participating Providers, employees, principals or financially related entities, shall not solicit, persuade, induce, coerce or otherwise cause the disenrollment of any Medicare Advantage Member at any time, directly or indirectly. If thirty-five (35) or more Medicare Members assigned to an individual IPA Participating Provider disenroll from Humana due to IPA’s directly or indirectly soliciting, persuading, inducing, coercing or otherwise causing the disenrollment of such Medicare Advantage Members to be treated by IPA or IPA's Participating Provider, employees, principals or other financially related entity under some other prepaid health care benefit plan other than Humana's, IPA shall pay Humana the amount of three thousand dollars ($3,000.00) for each disenrolled Medicare Advantage Member who is treated by IPA, or any of IPA’s Participating Provider, employees, principals or any financially related entity. IPA hereby agrees to agree that this amount is not a penalty and constitutes liquidated damages in as much as the actual damages are not and cannot be ascertained at the time of the execution of this Agreement. IPA understands that this liquidated damages clause does not apply to or require payment from the Medicare Advantage Members under any circumstance. IPA further acknowledges and agrees that in the event of termination of this Agreement, the amount calculated by Humana herein as liquidated damages shall be deducted from any amount Humana may owe IPA including, but not limited to any surplus amount owed for services rendered by IPA to Members as per the Payment Attachment referenced in this Agreement.

 

25.2

Humana agrees with IPA that this paragraph shall not be applicable in the case of any Medicare Advantage Member who disenrolls and is treated by IPA or anyone else as a private patient (i.e. the Medicare Advantage Member does not enroll in another Medicare Advantage plan.) In addition, Medicare Advantage Members who were patients prior to IPA’s participation as a Humana Participating Provider under this Agreement or any other prior participating agreement with Humana, are excluded from this provision, if the IPA can furnish documentation to Humana in the form of a list of his/her patients prior to becoming a Humana Participating Provider. IPA has the obligation to and agrees to notify Humana immediately of the name of any Medicare Advantage Member of former Medicare Advantage Member treated by IPA or IPA Participating Provider or any other person covered by this provision. This paragraph shall survive for twelve (12) months following the termination or expiration of this Agreement, except in the event that IPA terminates this Agreement for material breach of this Agreement by Humana, which material breach is finally adjudicated by a court of competent jurisdiction or is finally adjudicated by an arbitrator through binding arbitration conducted in accordance with Section 12.

 

HUMANA CONTRACTING LIMITATIONS

 

26.1

[*]

26.2

[*]

IN WITNESS WHEREOF, the parties have the authority necessary to bind the entities identified herein and have executed this Agreement to be effective as of the Effective Date.

IPA_FL_08152006

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IPA/AUTHORIZED SIGNATORY		HUMANA
Signature:_________________________________		Signature: _________________________________
Printed Name:________________________________		Printed Name:________________________________
Title: ____________________________________		Title: ____________________________________
Date:____________________________________		Date: ____________________________________

 

Address For Notice:

IPA:		HUMANA:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇		▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
		Attn: Provider Contracting
		Copy to:
		Humana Inc.
		▇.▇. ▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
		Attn: Law Department

IPA_FL_08152006

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PRODUCT PARTICIPATION LIST

ATTACHMENT

IPA agrees to participate in the health benefits plan(s) selected below, whether self-funded or fully insured, that are offered or administered by Humana.

Health Benefits Plan (Check only those which apply)

Commercial HMO Plans	X
Commercial HMO Choice Plans		X
Commercial PPO Plans		X
Commercial POS Plans		X
Commercial EPO Plans		X
Medicare PPO Plans		X
Medicare HMO Plans		X
Medicare POS Plans		X
Medicaid HMO Plans		N/A
Traditional Plans		X

IPA_FL_08152006

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IPA INFORMATION

ATTACHMENT

(To be provided by IPA prior to execution of this Agreement.)

The following information is to be listed below for IPA and each Participating Provider: address, phone number, fax number, tax identification number, contact person, area of specialty, office hours, and area hospitals where IPA and Participating Providers have admitting privileges and the corresponding hospital privilege category.