ANTHEM BLUE CROSS AND BLUE SHIELD OF CONNECTICUT
EYE CARE SERVICES AGREEMENT
THIS AGREEMENT effective the 1st day of November, 1998 (the "Effective Date"),
by and between ANTHEM HEALTH PLANS, INC. doing business as Anthem Blue Cross and
Blue Shield of Connecticut ("Anthem BC&BS"), and OPTICARE EYE HEALTH CENTERS,
INC. ("CONTRACTING PROVIDER") located in Waterbury, Connecticut.
WHEREAS, Anthem BC&BS is in the business of providing prepaid healthcare
services to persons who wish to avail themselves of such services;
WHEREAS, Anthem BC&BS and CONTRACTING PROVIDER mutually desire that CONTRACTING
PROVIDER provide or arrange to provide quality eye care services to Members
(defined below) in a cost-effective manner in accordance with the terms and
conditions of this Agreement and applicable law; and
WHEREAS, Anthem BC&BS and CONTRACTING PROVIDER mutually desire to preserve and
enhance patient dignity.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises
contained herein, the parties agree as follows:
ARTICLE 1 - DEFINITIONS
For purposes of this Agreement and any attachment, exhibit or schedule attached
hereto, the following terms shall have the meanings set forth below:
1.1 ADMINISTRATIVE POLICIES AND PROCEDURES means the manual and materials
furnished by Anthem BC&BS during the term of this Agreement, as amended
and supplemented by Anthem BC&BS from time to time. Anthem BC&BS
retains the right to add to, delete from and otherwise modify the
Administrative Policies and Procedures from time to time. CONTRACTING
PROVIDER acknowledges that the Administrative Policies and Procedures
and other written materials provided by Anthem BC&BS are copyrighted.
1.2 AGREEMENT means this Eye Care Services Agreement.
1.3 COPAYMENT means a payment which may be collected directly by a
Participating Provider within the terms of this Agreement and the
Coverage Document. Such payment may be a fixed amount or a percentage
of applicable compensation for Covered Services rendered to a Member.
1.4 COVERAGE DOCUMENT means a written document, and any amendments or
endorsements thereto, that describes the benefits, services,
exclusions, limitations and conditions that are available for or
applicable to coverage under the Plan.
1.5 COVERED SERVICES means those eye care services and supplies rendered by
or provided for by a Participating Provider licensed to practice
ophthalmology or optometry in the Service Area that are covered under
the applicable Coverage Document and are rendered to a Member. Covered
Services includes CONTRACTING PROVIDER'S duties and obligations set
forth in this Agreement.
1.6 CREDENTIALING means the process of collecting, verifying and evaluating
information in the Credentialing process. Credentialing will be
repeated on a periodic basis.
("ReCredentialing").
1.7 EMERGENCY SERVICES means covered, inpatient or outpatient, medical or
hospital services that are needed immediately because of sudden injury
or illness and cannot be delayed without risk of permanent damage to
the Member. Such services are considered Emergency Services as long as
transfer of the Member to a hospital which is a Participating Provider
or other designated alternative is precluded because of risk to the
Member's health or because transfer would be unreasonable given the
distance involved in the transfer and the nature of the medical
condition.
1.8 EXHIBIT means Exhibits A through C to this Agreement, incorporated
herein by reference as if set forth in full.
1.9 MEMBER means any person enrolled in a Plan who is eligible to receive
services covered under the applicable Coverage Document..
1.10 PARTICIPATING PROVIDER means any health care provider who or which
agrees to render or arrange for services or supplies for which benefits
are available under the applicable Coverage Document, to comply with
the requirements of such Plan and to accept negotiated or other binding
fees as payment in full for services rendered to Members and covered
under the applicable Coverage Document, and who is accepted by Anthem
BC&BS as a Participating Provider.
1.11 PAYOR means a person or entity which is liable for funding benefit
payments under a Plan, including, without limitation, Anthem BC&BS, an
employer, a labor union trust fund or another Blue Cross/Blue Shield
Plan.
1.12 PLAN means any program, product, or customer(s) that Anthem BC&BS at
any time has notified CONTRACTING PROVIDER as having access to the
network of REPRESENTED PROVIDERS pursuant to this Agreement, other than
the Anthem
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BC&BS products known as State Preferred, BlueCare Family Plan or the
Medicare Managed Care product pursuant to an agreement between Anthem
BC&BS and the Health Care Financing Administration.
1.13 Primary Care Physician means a Participating Provider in the specialty
of internal medicine, pediatrics, family medicine or general practice
to whom Members will have access without a referral. A Primary Care
Physician (a) provides initial and primary care services to Members,
(b) maintains the continuity of a Member's medical care and (c)
initiates and manages referrals to other Participating Providers as
required by the Plan.
1.14 Represented Provider means a licensed physician or other licensed
provider (a) that is associated with or otherwise represented by
CONTRACTING PROVIDER; (b) that is authorized by CONTRACTING PROVIDER to
provide services pursuant to this Agreement; (c) that has completed a
Credentialing Application, if required by Anthem BC&BS; (d) that has
agreed with CONTRACTING PROVIDER to be subject to the requirements of
this Agreement to the extent applicable to Represented Provider and (e)
that is accepted by Anthem BC&BS as a Participating Provider.
1.15 Service Area means the State.
1.16 State means the State of Connecticut.
1.17 Utilization/Quality Management Programs means the processes and
programs established by or on behalf of Anthem BC&BS as may be
evidenced by a written description pursuant to which the access to,
delivery, quality and utilization of health care services are assessed
and reviewed in terms of medical necessity, efficiency, effectiveness,
reasonableness of services, quality of services, and/or improved health
outcomes.
ARTICLE 2 - RELATIONSHIP OF THE PARTIES
2.1 Independent Contractor. CONTRACTING PROVIDER is an independent
contractor of Anthem BC&BS. Neither CONTRACTING PROVIDER or other agent
or representative of CONTRACTING PROVIDER shall be deemed or construed
to be an employee of Anthem BC&BS for any reason including, but not
limited to, the Federal Unemployment Tax Act, any workers' compensation
act and income tax withholding laws. CONTRACTING PROVIDER shall have
sole responsibility for the payment of all federal and state income
taxes applicable to its services and the services of CONTRACTING
PROVIDER and its other agents and representatives.
2.2 Patient Care. Participating Providers are responsible for patient care
decisions.
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2.3 Professional Judgment. CONTRACTING PROVIDER and Represented Providers
are not required to perform any procedure or treatment which it or they
deem professionally unacceptable.
2.4 Non-exclusive Agreement. CONTRACTING PROVIDER and Anthem BC&BS are not
precluded from entering into agreements similar to this with other
entities, persons or organizations.
2.5 Rights Reserved by Anthem BC&BS. Anthem BC&BS does not guarantee to
CONTRACTING PROVIDER any minimum number of Members. In addition,
CONTRACTING PROVIDER acknowledges that Anthem BC&BS does not warrant or
guarantee that CONTRACTING PROVIDER will be utilized by a Member or by
any number of Members, or that CONTRACTING PROVIDER's services will be
identified or made available as those of a Participating Provider for
any number, subset or group of Members.
ARTICLE 3 - CREDENTIALING AND RECREDENTIALING
3.1 Credentialing Requirements. In order to become a Represented Provider,
each provider may be required to submit to Anthem BC&BS a Credentialing
Application. The Provider Credentialing Applications submitted by or on
behalf of each Represented Provider are expressly incorporated by
reference into this Agreement. The CONTRACTING PROVIDER and each
Represented Provider represent and warrant that the information set
forth therein is true and correct. Anthem BC&BS's approval of a
Represented Provider's Credentialing application and its determination
of his/her/its compliance and CONTRACTING PROVIDER's compliance with
Anthem BC&B S's applicable standards, if any, as they may be amended by
Anthem BC&BS from time to time, are conditions precedent to this
Agreement. CONTRACTING PROVIDER shall be subject to, and CONTRACTING
PROVIDER shall cooperate with, ReCredentialing on a periodic basis.
Such processes include, but are not limited to, medical records audits,
office site surveys, patient satisfaction surveys and physician
practice profiling. Anthem BC&BS shall determine in its sole discretion
whether to approve Represented Provider's continued participation upon
ReCredentialing. Such approval may be conditioned upon compliance with
specific limitations or corrective actions.
Within thirty (30) business days of extending an offer to employ,
contract or associate with a provider, CONTRACTING PROVIDER shall
submit a Credentialing application to Anthem BC&BS consistent with this
Section 3.1 and this Agreement. In no event shall such provider provide
any Covered Services to Members, including coverage of CONTRACTING
PROVIDER, until such provider is credentialed and certified by Anthem
BC&BS, except as Anthem BC&BS may otherwise direct.
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CONTRACTING PROVIDER shall notify Anthem BC&BS in writing within ten
(10) days of any material change in the information set forth in any
Represented Provider's Credentialing application or ReCredentialing
application.
3.2 Licensing. CONTRACTING PROVIDER and Represented Providers must be duly
licensed under applicable State law to provide the health care services
that are the subject of this Agreement.
3.3 Additional Credentialing. Anthem BC&BS reserves the right to require
CONTRACTING PROVIDER to document additional credentials before Anthem
BC&BS will authorize CONTRACTING PROVIDER or its Represented Providers
to perform certain procedures which may be designated by Anthem BC&BS
as necessary or required.
3.4 Delegated Credentialing/ReCredentialing. Anthem BC&BS reserves the
right to require CONTRACTING PROVIDER to conduct Credentialing and/or
ReCredentialing upon ninety (90) days prior written notice to
CONTRACTING PROVIDER. CONTRACTING PROVIDER shall perform any such
Credentialing and ReCredentialing in compliance with Anthem BC&BS
requirements and otherwise in accordance with accreditation standards
related thereto of the National Committee for Quality Assurance
("NCQA").
3.5 NCQA Accreditation. CONTRACTING PROVIDER agrees that if, during the
term of this Agreement, NCQA develops criteria or standards for the
accreditation of eye care organizations, then CONTRACTING PROVIDER
shall use good faith efforts to obtain such accreditation. If
CONTRACTING PROVIDER fails to secure such NCQA accreditation, following
formal NCQA review, then Anthem BC&BS shall have the right to terminate
this Agreement pursuant to Section 8.4 (b) hereof.
ARTICLE 4 - SERVICES OF CONTRACTING PROVIDER
4.1 Health Services. CONTRACTING PROVIDER will provide through its
Represented Providers, or arrange to provide, Covered Services in
accordance with the applicable Coverage Document and Exhibit A -
Compensation Schedule. CONTRACTING PROVIDER agrees and shall require
Represented Providers to agree that health services provided to Members
shall be of a quality that is consistent with accepted standards of
quality medical services. CONTRACTING PROVIDER and Represented
Providers shall not discriminate in providing Covered Services to
Members either in the quality, quantity, or type of services rendered
or in any other manner, on the basis of race, color, sex, disability,
handicap, sexual orientation, age, religion, national origin, ancestry,
Vietnam-era veteran's status, place of residence, health status, need
for health services or source of payment for services rendered.
CONTRACTING PROVIDER and Represented Providers will observe, protect
and promote the rights of Members as patients.
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4.2 Network Management Services. Throughout the term of this Agreement,
CONTRACTING PROVIDER shall:
(a) Establish, maintain and administer a network of Represented
Providers in the State of Connecticut that are available to provide
Covered Services in accordance with this Agreement.
(b) Enter into Participating Provider agreements only with providers
that are accepted by Anthem BC&BS as Participating Providers.
CONTRACTING PROVIDER shall ensure that all Represented Providers are
contracted with CONTRACTING PROVIDER substantially in accordance with
the terms and conditions set forth in Exhibit B. CONTRACTING PROVIDER
shall not modify, amend or change any term or condition of the
Participating Provider agreements attached hereto as Exhibits B, nor
shall CONTRACTING PROVIDER modify, amend or change the standard form of
its contracts with Participating Providers from that of either Exhibit
B, without the prior written consent of Anthem BC&BS, which shall not
unreasonably be withheld. CONTRACTING PROVIDER will provide Anthem
BC&BS with thirty (30) days advance notice of any proposed change to
the Participating Provider Agreement and Anthem BC&BS shall respond. to
proposed changes within 30 days of receipt of said revisions.
CONTRACTING PROVIDER shall use its best efforts to ensure that
Represented Providers comply with the terms of their respective
agreements, which agreements are attached hereto as Exhibits B.
CONTRACTING PROVIDER shall keep the agreements between CONTRACTING
PROVIDER and represented Providers on file, and, upon request, shall
provide Anthem BC&BS with copies thereof. Anthem BC&BS shall have the
right to inspect and copy such agreements and all other records of
CONTRACTING PROVIDER relating to the CONTRACTING PROVIDER Network.
(c) Monitor Represented Providers for their continued compliance with
all applicable Credentialing/ReCredentialing criteria and with the
Utilization/Quality Management Programs.
(d) Maintain a sufficient number of Represented Providers to provide
(i) convenient access to Members, (ii) convenient hours of operation,
and (iii) convenient services. The determination of whether the
foregoing requirements are met shall be made by Anthem BC&BS, in its
reasonable business judgment. In the event Anthem BC&BS determines that
the CONTRACTING PROVIDER Network does not meet the standards
established by Anthem BC&BS from time to time, Anthem BC&BS shall
notify CONTRACTING PROVIDER of the specific aspects in which the
CONTRACTING PROVIDER Network fails to meet Anthem BC&BS's standards.
CONTRACTING PROVIDER shall have the right to bring the CONTRACTING
PROVIDER network into compliance with the standards set forth in Anthem
BC&BS's notice within sixty (60) days of CONTRACTING PROVIDER's receipt
of such notice. If not, Anthem BC&BS may, but shall not be obligated
to, enter into contracts with additional providers, or take such other
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steps as it deems necessary or appropriate in its sole discretion to
cure the deficiencies described in its notice. Such additional
providers shall be considered to be Participating Providers for all
purposes of this Agreement.
(e) Require that all Represented Providers shall submit claims to
CONTRACTING PROVIDER in a timely fashion in evidence of services
rendered to Members. CONTRACTING PROVIDER shall require Represented
Providers to submit claims for payment of Covered Services either
electronically or in hard copy on HCFA red 1500 forms.
(f) Provide Anthem BC&BS with a listing of Represented Providers on the
Effective Date, and provide updates of changes, additions and deletions
to such listing as they occur. In addition, each month CONTRACTING
PROVIDER will provide full file refreshes of the listing of Represented
Providers in a format that is mutually acceptable to the parties.
(g) Maintain a toll-free telephone number to answer any appropriate
inquiries from Represented Providers and other Participating Providers.
(h) Communicate with Participating Providers concerning Member
complaints and other concerns identified by Anthem BC&BS. CONTRACTING
PROVIDER shall also notify any Represented Provider of his/her/its
termination as a Participating Provider by Anthem BC&BS.
Notwithstanding the foregoing, Anthem BC&BS retains the right to have
direct contact with Represented Providers concerning specified issues,
provided however, that Anthem BC&BS shall notify CONTRACTING PROVIDER
in advance of any contact by Anthem BC&BS with a Represented Provider
related to the quality of Covered Services rendered.
(i) Promptly notify Anthem BC&BS of the name of any Represented
Provider that is determined to have committed fraud or other claims
abuses.
(j) Require each Represented Provider to abide by each and every term
of this Agreement that is applicable to Represented Providers,
including without limitation, the terms and provisions herein relating
to holding Anthem BC&BS and Members harmless from financial liability.
4.3 Claims Submission and Payment. (a) Throughout the term of this
Agreement, CONTRACTING PROVIDER and Represented Providers shall submit
encounter information in accordance with this Agreement, the
Administrative Policies and Procedures or otherwise as reasonably
required by Anthem BC&BS and as agreed by CONTRACTING PROVIDER.
CONTRACTING PROVIDER shall pay all amounts due to Represented Providers
and other Participating Providers for Capitated Services to Risk
Population Members (defined in Exhibit A). Anthem BC&BS shall process
and shall
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require designated Payor to pay all amounts due to Represented
Providers for Covered Services to ASO Members (as defined in
Exhibit A).
(b) CONTRACTING PROVIDER agrees and shall require each Represented
Provider to agree that Anthem BC&BS may require CONTRACTING PROVIDER to
disallow any payment or set off the payment amount against any future
payments due such Represented Provider by Anthem BC&BS, a Payor or
CONTRACTING PROVIDER if: (i) the encounter or claim is for a service
which was not provided in accordance with this Agreement; (ii) the
payment exceeded the amount due pursuant to this Agreement; or (iii) if
the encounter or claim is not substantiated by the record-keeping
practices required pursuant to Section 4.5.
(c) CONTRACTING PROVIDER hereby agrees that in no event, including but
not limited to non-payment by Anthem BC&BS, or a designated Payor,
Anthem BC&BS's breach of this Agreement or Anthem BC&BS's insolvency,
or the insolvency of a designated Payor shall it ▇▇▇▇, charge, collect
a deposit from, seek compensation, remuneration or reimbursement from,
or have any recourse against a Member or persons acting on behalf of a
Member (other than the designated Payor) for Covered Services provided
pursuant to this Agreement. CONTRACTING PROVIDER further agrees that:
(a) this provision shall survive the termination of this Agreement
regardless of the cause giving rise to termination and shall be
construed to be for the benefit of the Member; (b) this provision
supersedes any oral or written agreement now existing or hereafter
entered into between the CONTRACTING PROVIDER and a Member, or persons
acting on a Member's behalf; and (c) any amendments, modifications or
changes to this Section 4.3 shall be effective no earlier than thirty
(30) days after the Connecticut Department of Insurance has received
written notice of such proposed changes.
(d) CONTRACTING PROVIDER shall require each Represented Provider to
agree that in no event, including but not limited to non-payment by
CONTRACTING PROVIDER, CONTRACTING PROVIDER's breach of its agreement
with Represented Provider or CONTRACTING PROVIDER's insolvency, shall
Represented Provider ▇▇▇▇, charge, collect a deposit from, seek
compensation, remuneration or reimbursement from, or have any recourse
against a Member or persons acting on behalf of a Member for Covered
Services rendered. CONTRACTING PROVIDER shall further require
Represented Provider's to agree that: (a) this requirement shall
survive the termination of this Agreement or the Represented Provider's
agreement with CONTRACTING PROVIDER regardless of the cause giving rise
to termination and shall be construed to be for the benefit of the
Member; (b) this requirement supersedes any oral or written agreement
now existing or hereafter entered into between the Represented Provider
and a Member, or persons acting on a Member's behalf; and (c) any
amendments, modifications or changes to this requirement shall not be
effective unless approved by Anthem BC&BS.
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(e) CONTRACTING PROVIDER shall require each Represented Provider to
agree to submit any claims or encounter information for Covered
Services within sixty (60) days from the end of the month in which
services are rendered. In no event, regardless of the cause or
circumstance, shall Anthem BC&BS or the Member be responsible for or
liable for any claim for Covered Services submitted more than one
hundred twenty (120) days after the date of CONTRACTING PROVIDER's or
Represented Provider's provision of the Covered Services.
(f) CONTRACTING PROVIDER and Represented Providers shall submit all
▇▇▇▇▇▇▇▇ and/or encounters electronically in accordance with Anthem
BC&BS's billing policies and procedures and upon forms which may be
specified by Anthem BC&BS. CONTRACTING PROVIDER shall submit such
billing and/or encounter information to Anthem BC&BS no later that the
fifteenth (15th) day of the month following the month in which
CONTRACTING PROVIDER receives the billing and/or encounter information
from the provider. CONTRACTING PROVIDER agrees to use its best efforts
to correct instances where Anthem BC&BS's billing procedures are not
followed by CONTRACTING PROVIDER or REPRESENTED PROVIDER. If Anthem
BC&BS's billing procedures are not followed, if the billing form is not
acceptable to Anthem BC&BS, if the information required by Anthem BC&BS
from CONTRACTING PROVIDER and/or Represented Providers is not present
and the foregoing deficiencies materially prevent Anthem BC&BS from
effectively administering this Agreement or complying with the
regulatory requirements of any accrediting or governing body including,
but not limited to, the National Committee for Quality Assurance,
Health Plan Data and Information Set and National Measurement
Information Standards, as amended from time to time, Anthem BC&BS shall
not be obligated to make any payment until necessary corrections are
made by Contracting Provider, and neither CONTRACTING PROVIDER nor
Represented Provider shall ▇▇▇▇ or make any other attempt to collect
such amount from a Member.
Except as otherwise established herein, nothing in this Agreement shall
prohibit CONTRACTING PROVIDER from seeking from any person or entity
compensation, remuneration or reimbursement with respect to services
rendered by CONTRACTING PROVIDER to any individual who, as of the
date(s) of service, was not Member.
(g) CONTRACTING PROVIDER and Represented Providers shall not waive or
reduce, or advertise the waiver or reduction of, any Copayments.
(h) CONTRACTING PROVIDER agrees that in the event that CONTRACTING
PROVIDER is required to allocate its resources among its customers as a
result of a claims processing system failure or a lack of system
capacity, Anthem BC&BS shall be afforded the highest priority for the
processing of its business.
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4.4 CONTRACTING PROVIDER's Service Standards. Unless a higher standard is
set forth herein, CONTRACTING PROVIDER shall perform its duties
hereunder in accordance with applicable federal, state and local law.
4.5 Records. Record Keeping, Inspection and Audit. (a) CONTRACTING PROVIDER
and its Represented Providers and Anthem BC&BS agree to maintain
adequate financial, medical/clinical, administrative and other records
for the period and in the manner specified by applicable State and
federal law, and in accordance with any standards established by NCQA
or Anthem BC&BS. Anthem BC&BS, CONTRACTING PROVIDER and Represented
Providers shall respect the confidential information contained in these
records in accordance with applicable federal and state regulatory
requirements.
(b) CONTRACTING PROVIDER shall maintain, in accordance with generally
accepted accounting principles, adequate records to establish the
nature and number of claims paid and the nature and extent of services
rendered pursuant to this Agreement. These records shall remain
accessible to Anthem BC&BS for examination, audit and copying by Anthem
BC&BS throughout the calendar year in which they are established and
for seven (7) calendar years thereafter. Such audit may be conducted,
upon written notice, at reasonable intervals during the regular
business hours of CONTRACTING PROVIDER. CONTRACTING PROVIDER shall use
its best efforts to remedy any irregularity or deviation discovered by
Anthem BC&BS's audit or examination. CONTRACTING PROVIDER shall
maintain a disaster recovery plan, which shall include a plan for
electronic data backup, a copy of which disaster recovery plan shall be
provided to Anthem BC&BS.
(c) CONTRACTING PROVIDER shall provide to Anthem BC&BS, upon its
request, any and all reports, records, data, complaints, surveys,
studies, findings, analyses, methodologies and measurements related to
the conduct of the Utilization/Quality Management Program, including,
but not limited to, medical record reviews, committee minutes and Board
minutes.
(d) In addition to the foregoing audits, CONTRACTING PROVIDER and
Represented Providers shall permit Anthem BC&BS to conduct an onsite
inspection at each of their facilities at least annually. Such
inspection shall include the review of data, documents and records
related to the Utilization Management Program, to the Quality
Improvement Program and to eye care services under this Agreement.
CONTRACTING PROVIDER and Represented Providers shall use its and their
best efforts to respond to and remedy any irregularity or deviation
discovered by Anthem BC&BS during such inspection.
(e) Anthem BC&BS may take any action or actions as Anthem BC&BS, in its
reasonable discretion, determines is warranted by the results of any
audit, including but not limited to: consultation with CONTRACTING
PROVIDER; re-audit; the withholding of
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payment to CONTRACTING PROVIDER; demand for immediate payment of all
sums determined to be owed to it by CONTRACTING PROVIDER and the
institution of action to collect such sums; and/or the suspension or
termination of this Agreement. If Anthem BC&BS determines that it has
remitted a payment to CONTRACTING PROVIDER which does not comply with
this Agreement, Anthem BC&BS may, upon 30 days prior written notice to
CONTRACTING PROVIDER, setoff the amount of said payment from any future
payment(s) which would otherwise be due to CONTRACTING PROVIDER under
this Agreement.
4.6 Notice of Changes. CONTRACTING PROVIDER shall notify Anthem BC&BS in
writing as follows:
(a) Within five (5) business days after any action to restrict, suspend
or revoke any license, permit or approval required for CONTRACTING
PROVIDER to render Covered Services or of any action to restrict,
suspend or revoke any license, permit or approval required for any
Represented Provider to render Covered Services, of which CONTRACTING
PROVIDER has knowledge;
(b) Within five (5) business days after any action to restrict,
suspend, revoke or limit the medical staff privileges of any
Represented Provider, other than a suspension of less than thirty (30)
days for a medical records infraction or other administrative
deficiency, of which CONTRACTING PROVIDER has knowledge;
(c) Within thirty (30) days after any action is commenced against
CONTRACTING PROVIDER or, to the extent that CONTRACTING PROVIDER has
knowledge, against a Represented Provider, for professional or
vicarious liability and within thirty (30) days of the final
disposition of such action by settlement or adjudication;
(d) Within five (5) business days after the notice to CONTRACTING
PROVIDER of the termination, reduction or cancellation of any insurance
coverages required under this Agreement;
(e) Not less than thirty (30) days prior to any material changes in its
ownership, to the extent that the ownership or control of CONTRACTING
PROVIDER changes by 20% or more;
(f) Within five (5) business days after the initiation of any criminal
action against CONTRACTING PROVIDER or a Represented Provider;
(g) Within five (5) business days after the occurrence of any situation
which might materially affect CONTRACTING PROVIDER's or a Represented
Provider's ability to carry out the duties under this Agreement;
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(h) Not less than thirty (30) days in advance of CONTRACTING PROVIDER's
relocation of its facility or expansion to additional facilities and
not more than ten (10) days after such actual relocation or expansion;
(i) Within ten (10) days of any material change in the information set
forth in CONTRACTING PROVIDER's Credentialing or Re-Credentialing
information or in any Represented Provider's Credentialing application
or Re-Credentialing application; and
(j) Within ten (10) business days of any change in the insurance
coverages required under this Agreement of which CONTRACTING PROVIDER
has knowledge.
4.7 Reports and Reporting. (a) CONTRACTING PROVIDER shall issue to Anthem
BC&BS, at CONTRACTING PROVIDER's expense, such reports related to
CONTRACTING PROVIDER's and Represented Providers' services under this
Agreement, as Anthem BC&BS reasonably requests, including those reports
set forth on Exhibit C hereto. All reports shall be in a form and of
content and frequency as Anthem BC&BS and CONTRACTING PROVIDER shall
agree, but at a minimum shall meet any criteria that Anthem BC&BS
determines are applicable pursuant to HEDIS or other NCQA criteria or
NMIS.
(b) CONTRACTING PROVIDER agrees to furnish to Anthem BC&BS upon request
either (i) an audited balance sheet and related statements of income,
retained earnings and changes in consolidated financial position for
CONTRACTING PROVIDER as of the and for each fiscal year end during the
term of this Agreement, with an unqualified report thereon by
CONTRACTING PROVIDER's independent public accountants; or, if audited
sheets are not prepared, (ii) an unaudited balance sheet and related
statements of income, retained earnings and changes in financial
position for CONTRACTING PROVIDER as of and for the each fiscal year
end during the term of this Agreement, certified by the principal
financial officer of CONTRACTING PROVIDER. In addition, CONTRACTING
PROVIDER shall represent that, except as otherwise disclosed in writing
to Anthem BC&BS: (i) since the date of the financial statements (the
"Financial Statements"), there has been no material adverse change in
the financial condition, business, operations or properties of
CONTRACTING PROVIDER; (ii) all such Financial Statements have been
prepared in accordance with generally accepted accounting principles
consistently applied; (iii) the Financial Statements fairly present the
financial position of CONTRACTING PROVIDER as of the dates thereof and
the results of its operations and cash flows for the period ended on
the dates thereof; (iv) the Financial Statements reflect reserves
appropriate and adequate for all known material liabilities and
reasonably anticipated losses, as required by generally accepted
accounting principles; (v) since the date of the Financial Statement,
there has been no change in the assets, liabilities or financial
condition of CONTRACTING PROVIDER from that reflected therein except
for changes in the ordinary course of business consistent with past
practice and which have not been materially adverse; and (vi) none of
the business,
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prospects, financial condition, operations, property or affairs of
CONTRACTING PROVIDER has been materially adversely affected by any
occurrence or development, individually or in the aggregate, whether
or not insured against.
4.8 Accessibility and Continuity of Care. CONTRACTING PROVIDER and
Represented Providers shall make all applicable Covered Services
available and accessible to Members twenty-four (24) hours per day,
seven (7) days per week, three hundred sixty-five (365) days per year
and in a manner that assures continuity of care. CONTRACTING PROVIDER
and Represented Providers shall provide Covered Services at locations
acceptable to Anthem BC&BS and so as to provide convenient and timely
service to Members. CONTRACTING PROVIDER may discontinue any
location(s) upon thirty (30) days' prior written notice to Anthem BC&BS
provided that convenient and timely service to Members is not
interrupted..
4.9 Liability Coverage. CONTRACTING PROVIDER and each Represented Provider
shall maintain general and professional liability coverage in a form
and amount acceptable to Anthem BC&BS. Such insurance shall cover
CONTRACTING PROVIDER and CONTRACTING PROVIDER's employees against any
claim or claims for damages arising by reason of personal injury or
death, occasioned, directly or indirectly, in connection with the
performance of any service by CONTRACTING PROVIDER under this
Agreement. CONTRACTING PROVIDER and each Represented Provider shall
give Anthem BC&BS a certificate(s) of insurance(s) evidencing such
coverage upon request. CONTRACTING PROVIDER shall notify Anthem BC&BS
in writing within five (5) business days of any change in such
liability insurance coverage.
4.10 Facilities and Staffing. CONTRACTING PROVIDER agrees that Covered
Services rendered by Represented Providers shall be provided in an
appropriate facility (if Covered Services are facility based), with
sufficient staff (all of whom shall be duly licensed or certified as
may be required under applicable law) to enable Represented Provider to
provide health care services generally recognized and accepted as being
within each Represented Provider's scope of services. Anthem BC&BS
reserves the right to verify the appropriateness of CONTRACTING
PROVIDER's facilities and staff. CONTRACTING PROVIDER hereby agrees to
provide access to Anthem BC&BS during normal business hours to perform
such verification.
4.11 Administrative Protocols. CONTRACTING PROVIDER and its Represented
Providers will comply with and abide by the reasonable Administrative
Policies and Procedures established by Anthem BC&BS for the delivery of
health services and for the utilization of and access to health care
services. These policies and procedures may be amended by Anthem BC&BS
and shall become effective upon notice to CONTRACTING PROVIDER.
13
4.12 Grievance System. Anthem BC&BS will maintain and administer a grievance
system for Members. Complaints received by Anthem BC&BS concerning
services rendered by CONTRACTING PROVIDER or Represented Providers will
be resolved in accordance with the applicable grievance procedures.
CONTRACTING PROVIDER and Represented Providers agree to cooperate with
Anthem BC&BS in the resolution of Member complaints and to be bound by
such resolutions.
4.13 Blue Cross and Blue Shield Association. CONTRACTING PROVIDER
acknowledges its understanding that this Agreement constitutes a
contract between CONTRACTING PROVIDER and Anthem BC&BS and that Anthem
BC&BS is an independent corporation operating under a license with the
Blue Cross and Blue Shield Association, an association of independent
Blue Cross and Blue Shield Plans (the "Association"), permitting Anthem
BC&BS to use the Blue Cross and/or Blue Shield Service ▇▇▇▇ in the
State, and that Anthem BC&BS is not contracting as the agent of the
Association. CONTRACTING PROVIDER further acknowledges and agrees that
it has not entered into this Agreement based upon representations by
any other person, entity, or organization other than Anthem BC&BS and
that no person, entity, or organization other than Anthem BC&BS will be
held accountable or liable to CONTRACTING PROVIDER for any obligations
created under this Agreement. This Section 4.13 will not create any
additional obligations whatsoever on the part-of Anthem BC&BS other
than those obligations created under other provisions of the Agreement.
4.14 Indemnification. The parties agree to indemnify and hold the other,
including their officers, directors, employees, representatives and
agents, harmless from and against any and all losses and damages
(including reasonable attorneys' fees) resulting from the alleged
neglect, breach of contract or other negligent act or omission of the
indemnifying party, its officers, directors, employees, representatives
or agents (but not medical staff members who are independent
contractors) under this Agreement. CONTRACTING PROVIDER shall indemnify
and hold Anthem BC&BS harmless from and against any and all claims by
Represented Providers for payment for Covered Services.
4.15 Program Participation. Anthem BC&BS shall notify CONTRACTING PROVIDER
at least thirty (30) days in advance of the commencement of CONTRACTING
PROVIDER's and Represented Providers' participation as Participating
Providers in a Plan in which they did not previously participate
pursuant to this Agreement. CONTRACTING PROVIDER agrees and shall
require Represented Providers to agree to participate, pursuant to the
terms of this Agreement, in each Plan described in such notice or
notices.
4.16 Continuation of Covered Services. In the event of dissolution or
insolvency of an HMO Payor, CONTRACTING PROVIDER and Represented
Providers agree to continue to provide Covered Services to such HMO's
Members until the Member becomes covered under another health benefit
plan or until the date for which premiums or other payments
14
by or on behalf of the Member have been made, whichever occurs first,
at no charge to the Member other than Cost Shares. This provision will
survive the termination of this Agreement, regardless of the reason for
termination.
ARTICLE 5 - AUTHORIZATIONS AND REFERRALS
5.1 PRIOR AUTHORIZATION OF SERVICES. Unless otherwise delegated to
CONTRACTING PROVIDER subject to section 6.2 herein, CONTRACTING
PROVIDER and Represented Providers shall obtain prior authorization
from Anthem BC&BS before providing any Covered Services or referring a
Member for any Covered Services referenced in the Administrative
Policies and Procedures as requiring such prior authorization, except
in an Emergency.
5.2 COMPLIANCE WITH REFERRAL SYSTEM. CONTRACTING PROVIDER and Represented
Providers agree to comply with, if applicable, Anthem BC&BS's referral
policies and to furnish referral physicians and other Participating
Providers complete information on treatment procedures and diagnostic
tests performed.
5.3 REFERRALS TO SELECTED PARTICIPATING PROVIDERS. CONTRACTING PROVIDER
acknowledges that for selected health services, Anthem BC&BS may
designate an exclusive Participating Provider or a limited number of
Participating Providers to whom referrals or orders for that service
must be made, except in an Emergency.
5.4 RESTRICTIONS ON CERTAIN NON-COVERED SERVICES. In the event Anthem BC&BS
denies a request for coverage of investigational, experimental or other
specifically designated non-Covered Services, as identified in the
Administrative Policies and Procedures, CONTRACTING PROVIDER and its
Represented Providers shall, prior to ordering or providing such
non-Covered Services, inform the Member (a) that the services are not
Covered Services; (b) that Anthem BC&BS will not pay or be liable for
such services; and (c) that Member will be financially liable for such
services. In each such instance, CONTRACTING PROVIDER or Represented
Provider shall obtain a waiver and release from the Member acceptable
to Anthem BC&BS, but shall not be liable for denial of coverage.
5.5 ARRANGEMENT OF COVERED SERVICES. CONTRACTING PROVIDER and its
Represented Providers will provide those Covered Services only as
specifically authorized by a Member's Primary Care Physician through
Anthem BC&BS's referral system, when such referral is applicable.
5.6 AUTHORIZATION FOR REFERRAL. CONTRACTING PROVIDER and its Represented
Providers shall not provide non-Emergency Covered Services to any
Member referred to
15
him/her unless such services are within the scope of the referral
authorization, when applicable.
ARTICLE 6- UTILIZATION/QUALITY MANAGEMENT PROGRAMS
6.1 COOPERATION. CONTRACTING PROVIDER and its Represented Provider's shall
cooperate with and abide by Anthem BC&BS's Utilization/Quality
Management Programs including, but not limited to, prescription drug
benefit management, laboratory service management, site surveys, case
management and discharge planning and utilization review procedures
(prospective, concurrent and retrospective). Anthem BC&BS will
cooperate with CONTRACTING PROVIDER in fulfilling the terms of this
Agreement.
6.2 DELEGATION. Anthem BC&BS reserves the right to require CONTRACTING
PROVIDER to conduct utilization management and quality assurance review
upon ninety (90) days prior written notice to CONTRACTING PROVIDER.
Such activities shall be conducted in compliance with Anthem BC&BS'
oversight and otherwise in accordance with NCQA accreditation standards
related thereto.
ARTICLE 7- COMPENSATION
7.1 COMPENSATION. As compensation in full for Covered Services, CONTRACTING
PROVIDER and Represented Providers agree to accept payment in
accordance with the terms set forth in the attached Exhibit A -
Compensation Schedule.
7.2 PERFORMANCE GUARANTEE. CONTRACTING PROVIDER agrees that if it fails or
refuses to provide to Anthem BC&BS any of the reports, data, surveys,
encounters, records, studies, findings, analyses, methodologies,
measurements or other information required under this Agreement or if
CONTRACTING PROVIDER fails to meet any performance standard required of
it under this Agreement, , excluding the Development of Quality
Standards, then Anthem BC&BS may withhold, for the period of
CONTRACTING PROVIDER's failure or refusal, up to fifty percent (50%) of
the compensation then due and payable to CONTRACTING PROVIDER, provided
that Anthem BC&BS shall notify CONTRACTING PROVIDER, prior to
withholding compensation, of the grounds for withholding the
compensation. Upon CONTRACTING PROVIDER's performance in accordance
with this Agreement or otherwise to Anthem BC&BS' reasonable
satisfaction, Anthem BC&BS shall pay to CONTRACTING PROVIDER the
withheld amount, without interest.
ARTICLE 8 - TERM, TERMINATION AND RENEWAL
8.1 TERM OF AGREEMENT. This Agreement shall commence on the Effective Date
and, subject to either party's right to terminate the Agreement
pursuant hereto, shall continue
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until midnight on December 31, 2000. Thereafter, Anthem BC&BS shall
have the option to renew the Agreement for additional one year period
which option Anthem BC&BS shall exercise by giving notice not less than
90 days prior to the end of each year.
8.2 TERMINATION WITHOUT CAUSE. Either party may terminate this Agreement
without cause by providing to the other party written notice of
termination one hundred twenty (120) days in advance of the intended
termination date.
8.3 TERMINATION BY ANTHEM BC&BS. Anthem BC&BS shall have the right to
terminate this Agreement upon thirty (30) days written notice to
CONTRACTING PROVIDER upon the occurrence of any of the following:
(a) Failure of CONTRACTING PROVIDER to comply with Anthem BC&BS's
Utilization/Quality Management Programs, or with Anthem BC&BS's
availability, staffing, or accessibility standards or financial
standards provided that Anthem BC&BS notifies CONTRACTING PROVIDER of
the deficiencies and, after the expiration of thirty (30) days from
such notice, Anthem BC&BS determines that CONTRACTING PROVIDER is
unable or unwilling to correct or has failed to show due diligence in
the correction of the deficiencies;
(b) Anthem BC&BS is unable to maintain agreements with hospitals,
physicians, and ancillary service providers who collectively constitute
a service delivery system.
8.4 TERMINATION BY ANTHEM BC&BS OR CONTRACTING PROVIDER. (a)
Notwithstanding any provision in this Agreement, if at any time there
shall be filed by or against a party to this Agreement, in any court,
tribunal, administrative agency or any other forum having jurisdiction,
pursuant to any applicable law, either of the United States or of any
state, a petition in bankruptcy or insolvency or for reorganization or
for the appointment of a receiver, trustee or conservator of all or a
portion of the party's property or if a party makes an assignment for
the benefit of creditors, and if this action is not dismissed after
ninety (90) calendar days, this Agreement may be immediately canceled
and terminated by the other party.
(b) Either party may terminate this Agreement by providing the other
party with not less than thirty (30) days' prior written notice in the
event the other party materially breaches any provision of this
Agreement. The notice must specify the nature of said material breach.
The breaching party shall have thirty (30) days from receipt of the
notice to correct the material breach. If the breaching party fails to
cure the material breach within the thirty (30) day period, the non
breaching party may terminate this Agreement, effective upon completion
of the thirty (30) day cure period.
In the event the material breach creates an emergency or a situation
whereby the nonbreaching party is in significant jeopardy as to its
ability to perform under this
17
Agreement in the manner so intended by the parties to this Agreement,
then the nonbreaching party may give notice of such material breach to
the other party. If the breaching party fails to cure the material
breach within this two (2) business days, the non breaching party may
terminate this Agreement effective as of the third business day
following its notice, notwithstanding any other provision in this
Agreement.
8.5 TERMINATION OR SUSPENSION OF REPRESENTED PROVIDER.
(a) For Cause. Anthem BC&BS may require CONTRACTING PROVIDER to
terminate or suspend the participation of any Represented Provider for
cause, such termination or suspension to be effective immediately upon
notice to CONTRACTING PROVIDER, unless Anthem BC&BS specifies a later
date or unless otherwise provided by applicable law. Cause for
termination or suspension includes, but is not limited to, the
following:
(i) Anthem BC&BS determines that Represented Provider's
continuation as a Participating Provider poses risk of danger
to any Member;
(ii) Represented Provider materially breaches a term of this
Agreement applicable to such Represented Provider;
(iii) Represented Provider engages in any activity to disrupt
Anthem BC&BS's business;
(iv) Anthem BC&BS determines, in its discretion, that
Represented Provider does not qualify or meet applicable
standards for ReCredentialing;
(v) Anthem BC&BS determines that any of the information set
forth in Represented Provider's Credentialing or
ReCredentialing application is false or misleading;
(vi) Anthem BC&BS determines to terminate Represented Provider
in light of an amendment or change to a Credentialing or
ReCredentialing application revealing that there has been a
material change in Represented Provider's practice, licensure,
competence, affiliation or other similar matter;
(vii) Anthem BC&BS determines to terminate Represented
Provider for non-compliance with Anthem BC&BS
Utilization/Quality Management Programs and processes;
(viii) Represented Provider violates a Anthem BC&BS policy,
protocol or procedure or any applicable law or regulation;
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(ix) Represented Provider's agreement with CONTRACTING
PROVIDER terminates or is terminated;
(x) Represented Provider becomes bankrupt or insolvent;
(xi) Represented Provider commits any act, or fails to act,
and such commission or omission is grounds for suspension or
revocation of Represented Provider license, whether or not
such license is actually suspended or revoked; or
(xii) Represented Provider has any revocation by state or
federal authorities, or accreditation agency of any
certification or license required to fulfill this Agreement.
(b) Without Cause. Anthem BC&BS may terminate or suspend the
participation of any Represented Provider at any time without cause or
prejudice upon sixty (60) days' prior written notice to Represented
Provider.
8.6 EFFECT OF TERMINATION. In the event this Agreement is terminated,
regardless of the circumstances of termination, CONTRACTING PROVIDER
and its Represented Providers agree to serve Members through the last
day this Agreement is in effect. Notwithstanding the foregoing,
eligible Members who are patients of Represented Providers may, at
Anthem BC&BS's election, continue after termination of this Agreement
as patients until other arrangements can be made, not to exceed one
hundred twenty (120) days, or until the Plan terminates, whichever is
first. During such period, CONTRACTING PROVIDER shall be paid on a
fee-for-service basis at a rate that approximates the amount that
Medicare would pay plus 10% and shall cooperate with Anthem BC&BS's
policies and procedures in relation to those Members. CONTRACTING
PROVIDER shall cooperate with Anthem BC&BS in notifying Members of the
termination of this Agreement. Termination of this Agreement, except as
provided herein to the contrary, shall not affect the rights,
obligations and liabilities of the parties arising out of transactions
occurring prior to termination. CONTRACTING PROVIDER shall, upon
request of Anthem BC&BS, provide to Anthem BC&BS or such Participating
Provider as is designated by Anthem BC&BS, copies of Member medical
records and all records necessary for the settlement of outstanding
medical bills. Anthem BC&BS reserves the right to transfer, if feasible
and medically appropriate, those Members being treated by Represented
Provider to another Participating Provider once notice of the
termination of this Agreement is provided.
8.7 CESSATION OF ANTHEM BC&BS OPERATIONS. If Anthem BC&BS terminates its
operations, CONTRACTING PROVIDER and its Represented Providers agree to
provide Covered Services to Members until the last day of the month in
which Anthem BC&BS discontinues its operations.
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8.8 ADVERSE GOVERNMENTAL ACTION. In the event any action of any department,
branch, or bureau of the federal, state or local government materially
adversely affects either party's performance of obligations under this
Agreement, then that party shall notify the other of the nature of this
action, including in the notice a copy of the adverse action. The
parties shall meet within thirty (30) days and shall, in good faith,
attempt to negotiate a modification to this Agreement that minimizes
the adverse effect. Notwithstanding any other provision of this
Agreement, if the parties fail to reach a negotiated modification
concerning the adverse action, then the affected party may terminate
this Agreement by giving at least one hundred twenty (120) days notice
or may terminate sooner if agreed to by both parties.
8.9 REPRESENTED PROVIDER SUBSTITUTION INTO AGREEMENT. CONTRACTING PROVIDER
shall require that its Represented Providers agree to be bound, at
Anthem BC&BS's option, to the terms and conditions of this Agreement in
the event of dissolution or insolvency of CONTRACTING PROVIDER or in
the event of termination by Anthem BC&BS for breach as described in
this Article 8. Represented Providers' obligations under this provision
shall continue through the last day of the initial term of the
Agreement. In case of such dissolution, insolvency or termination,
Anthem BC&BS may, at its option, assume the administrative rights and
responsibilities of CONTRACTING PROVIDER described herein. This
Paragraph is intended to ensure continuity of care to Members in the
event of such dissolution, insolvency or termination.
ARTICLE 9 - APPEALS AND DISPUTE RESOLUTION
9.1 APPEALS. Except for decisions under Section 8.2 (Termination Without
Cause) and Section 8.5 (Termination or Suspension of Represented
Provider), if CONTRACTING PROVIDER or Represented Provider objects to a
decision by Anthem BC&BS under this Agreement, CONTRACTING PROVIDER may
appeal such decision by following the procedures established in this
Article 9. Such appeal must be submitted in writing within thirty (30)
days of the date of Anthem BC&B S's decision.
9.2 FEE DISPUTES AND CLAIM DENIALS. Appeals of fee disputes by CONTRACTING
PROVIDER shall be submitted in writing by CONTRACTING PROVIDER to
Anthem BC&BS which shall render a decision within ninety (90) days
after its receipt of the appeal. That decision shall be subject to the
dispute resolution provisions of this Article 9.
9.3 PROCEDURES APPLICABLE TO APPEALS. All appeals shall be considered
pursuant to such procedures as Anthem BC&BS, in its discretion, elects
to adopt. It is agreed that the availability of this appeal process
does not limit or expand any rights CONTRACTING PROVIDER may have, and
does not limit or expand the discretion of Anthem BC&BS as provided in
this Agreement, but shall serve as a procedural means to facilitate
internal review by Anthem BC&BS of disputes with CONTRACTING PROVIDER.
20
9.4 DISPUTE RESOLUTION. In the event that any dispute relating to this
Agreement arises between Anthem BC&BS and CONTRACTING PROVIDER, which
dispute is not resolved pursuant to the appeal procedures provided in
Article 9, the dispute shall be resolved by binding arbitration in
accordance with the rules of the National Health Lawyers Association.
In no event may the arbitration be initiated more than one year after
the date one party gave written notice of the dispute to the other
party. The arbitrators shall have no power to ignore or vary the terms
of this Agreement and shall be bound by controlling law.
ARTICLE 10- RESPONSIBILITIES OF ANTHEM BC&BS
10.1 Anthem BC&BS shall provide, except as otherwise specified in this
Agreement, necessary and appropriate marketing, administrative, claims
processing, utilization and quality management, Member appeal and
reconsideration and underwriting functions that are required of a state
qualified Health Care Center.
10.2 Anthem BC&BS shall arrange for health care benefits for Members in
accordance with this Agreement.
10.3 Anthem BC&BS shall furnish CONTRACTING PROVIDER with membership
eligibility data on a monthly basis in a mutually acceptable format
which identifies those Members who are enrolled in Plans.
10.4 Anthem BC&BS shall have sole responsibility for the advertising and
marketing of all Anthem BC&BS Plans. CONTRACTING PROVIDER will not
advertise its participation in any Plan without the prior written
approval of Anthem BC&BS.
10.5 Anthem BC&BS shall monitor the quality of health care provided to
Members in accordance with all applicable legal requirements.
10.6 Anthem BC&BS shall compensate CONTRACTING PROVIDER and Represented
Providers in accordance with the terms set forth in the attached
Exhibit A - Compensation Schedule.
ARTICLE 11- MISCELLANEOUS
11.1 NOTICES. All notices provided for herein shall be in writing and shall
be deemed given when sent by (a) facsimile transmission using equipment
that provides automatic verification of transmission to the receiving
party's facsimile equipment; (b) Federal Express or other guaranteed
delivery service that provides the sender with a receipt upon delivery;
or (c) certified or registered mail, postage prepaid, return receipt
requested, to
21
the parties hereto at the following addresses, or at such other
addresses as the parties hereto may designate in writing from time to
time.
To CONTRACTING PROVIDER:
OptiCare Eye Health Centers, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Vice President of MSO Operations
To Anthem BC&BS:
Anthem Blue Cross and Blue Shield of Connecticut
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Vice President of Provider Relations and Contracts
11.2 ENTIRE AGREEMENT. This Agreement, together with any attachments,
schedules and exhibits attached to this Agreement or incorporated by
reference, contains all of the terms and conditions agreed upon by the
parties and supersedes all other agreements between the parties related
to the subject matter hereof.
11.3 IMPOSSIBILITY OF PERFORMANCE. No party hereto shall be deemed to be in
violation of this Agreement if such party is prevented from performing
any of its obligations hereunder for any reason beyond its control,
including without limitation, acts of God or of the public enemy,
flood, storm, strike, statute, regulation, rule or action of any
federal, state or local government.
11.4 ASSIGNMENT. No assignment, delegation or subcontract in whole or in
part, of all or any portion of this Agreement or any of the rights,
duties or obligations contained herein shall be made by either party
without the prior written consent not to be unreasonably withheld of
the non-assigning, non-delegating or non-subcontracting party; provided
however, notwithstanding the foregoing, Anthem BC&BS shall be entitled
to assign this Agreement, or any portion thereof; or any of its rights,
duties or obligations contained in this Agreement to any entity which
has the right to use the Blue Cross and/or Blue Shield service marks or
trade names in connection with any service performed by such entity,
whether that entity be a member, licensee or affiliate of the Blue
Cross and Blue Shield Association. Any attempted assignment, delegation
or subcontracting in violation of this provision shall be void and have
no binding effect.
11.5 USE OF NAME. Each party shall obtain approval from the other party
prior to making any media releases, public announcements or public
disclosures relating to this Agreement or its subject matter,
including, without limitation, promotional or marketing material, but
22
not including any announcement intended solely for internal
distribution by such party or any disclosure required by legal,
accounting or regulatory requirements beyond the reasonable control of
that party prior to the release. Each party shall not unreasonably
withhold approval of such release. CONTRACTING PROVIDER shall not
distribute any materials to Members without the prior written approval
of Anthem BC&BS.
Neither CONTRACTING PROVIDER nor Anthem BC&BS shall use the other
party's name, symbols, trademarks or service marks in advertising or
promotional materials without the prior written consent of the other
party and shall cease any such usage immediately upon written notice to
the party or upon termination of this Agreement, whichever is sooner.
Notwithstanding this limitation, Anthem BC&BS may furnish relevant
information concerning CONTRACTING PROVIDER and Represented Providers
in directories and other promotional material.
11.6 WAIVER OF VIOLATIONS. Any waiver by party hereto of a violation of any
provision of this Agreement shall not bar any action for subsequent
violations of this Agreement.
11.7 INTERPRETATION OF TERMS. The terms of this Agreement relating to
quality of care, utilization, benefits or reimbursement shall be
interpreted solely by Anthem BC&BS.
11.8 APPLICABLE LAW. This Agreement shall be governed by State and federal
law, as applicable, and is subject at all times to the approval of the
appropriate regulatory authorities. This Agreement is intended to
fulfill the requirements of, and shall be governed by and construed in
accordance with, all government contractual obligations of Anthem
BC&BS.
11.9 APPROPRIATENESS OF CARE. Both Anthem BC&BS and CONTRACTING PROVIDER
understand and agree that any payments made directly or indirectly to
CONTRACTING PROVIDER under any utilization incentive provisions set
forth in this Agreement are not made as an inducement to reduce or
limit medically necessary services to any specific Member.
11.10 MODIFICATION OF THIS AGREEMENT. Except as otherwise provided, this
Agreement may be amended or modified in writing as mutually agreed upon
by the parties. In addition, Anthem BC&BS may modify any provision upon
thirty (30) days written notice to CONTRACTING PROVIDER. Failure of
CONTRACTING PROVIDER to object to such modification during the thirty
(30) day notice period shall constitute acceptance of such
modification. In addition, Anthem BC&BS may make technical amendments
to this Agreement upon notice to CONTRACTING PROVIDER as may be
required by a state or federal regulatory agency to whose authority
Anthem BC&BS operations are subject. Anthem BC&BS may also modify
Administrative Policies and Procedures and the Coverage Document
effective upon notice to CONTRACTING PROVIDER, provided
23
that such modification does not cause CONTRACTING PROVIDER to incur
unreasonable costs or expense as a result.
11.11 PROTECTION OF PLAN DATA AND OTHER PROPRIETARV INFORMATION. (a) For
purposes of this Section 11.11, "Plan Data" shall mean all records and
data received, generated, used, stored or acquired by CONTRACTING
PROVIDER pursuant to this Agreement or in furtherance of CONTRACTING
PROVIDER's obligations under this Agreement, but shall not include any
information, documentation or materials which were CONTRACTING
PROVIDER's property or work product prior to the Effective Date. All
Plan Data is and shall remain the exclusive property of Anthem BC&BS
and shall be returned to Anthem BC&BS, at its request and at no
additional charge, promptly upon termination of CONTRACTING PROVIDER's
duties under this Agreement in the format designated by Anthem BC&BS.
CONTRACTING PROVIDER hereby waives any interest, title, lien or other
right to any Plan Data. Plan Data will be returned to Anthem BC&BS in
good order.
(b) CONTRACTING PROVIDER shall establish and maintain reasonable
safeguards against the destruction, loss and misappropriation of Plan
Data in its possession. Such safeguards shall be at least equivalent to
those used by CONTRACTING PROVIDER for similar customers and will
include, without limitation: (i) safeguarding of all identification
codes/passwords and all information relating to each Member, which is
in the possession of CONTRACTING PROVIDER; (ii) safeguarding the
physical integrity and condition of the media under CONTRACTING
PROVIDER's control which contain such information, files and Plan Data;
and (iii) ensuring that access to Plan Data is available only to Anthem
BC&BS and CONTRACTING PROVIDER, except as specified herein or as
required by law. If any of the Plan Data is lost, damaged or destroyed
while in the possession or under the control of CONTRACTING PROVIDER,
CONTRACTING PROVIDER shall promptly and accurately reconstruct such
Plan Data, if feasible, so that the disruption to Anthem BC&BS's
activities and Members is minimized. Throughout the term of this
Agreement, CONTRACTING PROVIDER shall maintain an effective disaster
recovery plan wherever any Plan Data are processed or stored, which
plan shall be subject to Anthem BC&BS's review and approval. The
disaster recovery plan will include, without limitation, emergency
contingencies and step-by-step directions for recovering the Plan Data.
(c) During the term of this Agreement and for three (3) years after the
termination of this Agreement, CONTRACTING PROVIDER shall keep
confidential all Anthem BC&BS information related to or generated under
this Agreement, including but not limited to all patient, Member, Payor
and provider lists (other than information relating to Represented
Providers), Plan Data, all Anthem BC&BS fee schedules and compensation
arrangements, all statistical data and reports, all financial
information, all Utilization/Quality Management Program information
related to services to Members (collectively or in any part the
"Information"), and CONTRACTING PROVIDER shall
24
protect the Information and prevent it from unauthorized disclosure by
CONTRACTING PROVIDER's agents, officers, or employees. For three (3)
years subsequent to the termination of this Agreement, CONTRACTING
PROVIDER shall not utilize or allow its agents, officers, or employees
to utilize the Information in any way unless authorized by Anthem BC&BS
in writing. CONTRACTING PROVIDER agrees to take all necessary
precautions to prevent the disclosure to third parties of the
Information; provided, however, that if CONTRACTING PROVIDER is
required to produce the Information by order of any governmental agency
or other regulatory body it may, upon not less than five (5) Business
Days' written notice to Anthem BC&BS, release the Information. However,
this requirement for written notice shall be waived if a governmental
order or subpoena requires the release of the Information in a shorter
period of time than CONTRACTING PROVIDER can reasonably give prior
written notice to Anthem BC&BS, in which case CONTRACTING PROVIDER
shall give Anthem BC&BS written notice thereof as soon as is
practicable.
(d) CONTRACTING PROVIDER agrees to limit access to the Information
collected in performing its duties hereunder to its officers, directors
and employees who are directly involved in the performance of
CONTRACTING PROVIDER's services described in this Agreement.
CONTRACTING PROVIDER agrees that it shall take appropriate action with
respect to the persons permitted access to the Information to ensure
that such persons comply fully with CONTRACTING PROVIDER's duties
hereunder. If CONTRACTING PROVIDER engages a consultant who would have
access to the Information, then the consultant must execute an
agreement to maintain the confidentiality of the Information in
accordance with this Section. This Section 11.11 shall survive any
termination or expiration of this Agreement.
25
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
Effective Date.
ANTHEM HEALTH PLANS, INC. OPTICARE EYE HEALTH CENTERS, INC.
By: /s/ By: /s/
-------------------------------- -----------------------------
SIGNATURE SIGNATURE
▇▇▇▇ ▇▇▇▇▇
-------------------------------- ---------------------------------
NAME ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ NAME (TYPE OR PRINT)
Executive Vice President
-------------------------------- ---------------------------------
TITLE Vice President, Provider TITLE
Relations and ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇ 12, 1999
----------------------- ---------------------------------
DATE DATE
26