04/17/1996 Agreement
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BRANCH OFFICE
3117 OVERSEAS HIGHWAY
MARATIION, FLORIDA 33OSO
TEL. (305) 289-6027
FAX (305) 289-1745
CLERK OF THE CIRCUIT COURT
MONROE COUNlY
500 WHITEHEAD STREET
KEY WEST, FLORIDA ~O
TEL. (305) 292-3550
PAX (305) 295-3660
BRANCH OPPICE
88820 OVBR5EAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TBL. (305) 852-7145
PAX (305) 852-7146
M E M 0 RAN D U K
To:
James ROberts, County Administrator
Isabel C. DeSantis, Deputy' Clerk ~.C.6.
August 26, 1996
From:
Date:
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As you know, at the April 17,1996 meeting, the Board granted
approval and authorized execution of a Contract between Monroe
County and KPHA for utilization review services for group
benefits program and network access.
Attached hereto is a duplicate original of the Agreement for your
use in this matter.
cc: County Attorney
Finance
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EMPLOYER-PROVIDER NETWORK "
AND
UTiliZATION REVIEW AND CASE MANAGEMENT SERVICES
AGREEMENT
THIS AGREEMENT is entered into as of this first day of JULY 1996 by and between
Keys Physician-Hospital Alliance ("KPHA") and the County of Monroe ("County"),
hereon referred to as "Employer",
RECITALS
WHEREAS, the KPHA has established a network of participating health care
proYiders, which proYiders, pursuant to the terms and conditions of proYider
agreements with KPHA, haye agreed to deliyer medical services in a cost effectiye
manner to persons coyered under the health benefit plans and policies of Employer.
WHEREAS, KPHA has agreed to proYide utilization reYiew and case management
services to Employer and personnel, dependents, Cobra beneficiaries and eligible
retirees covered under the health benefit plans and policies of Employer.
WHEREAS, Employer administers the health care benefit plans and has the
express authority, by signing this Agreement, to bind the Employer to all of the terms
and conditions of this Agreement.
WHEREAS, Employer desires and agrees to offer KPHA ProYider Network to
persons coyered under the Employers health benefits plans;
Now, THEREFORE, the parties agree as follows:
1. RECITALS. The foregoing recitals are hereby incorporated by reference and
made a substantive part hereof.
2. LIST OF PARTICIPATING PROVIDERS. KPHA shall proYide Employer with a list of
Participating ProYiders, to include hospitals, physicians, dentists, pharmacies, and
other ancillary health services, and shall proYide Employer with periodic updates of the
Network roster of Participating Providers from time to time. Such updates will be at
least semi-annually and in such a printed format as distributable to persons covered
under the Employers health benefits plans.
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OUT-OF COUNTY PROVIDERS. KPHA agrees to negotiate and contract with
"Dimension Network" in Dade County for discounted fee arrangements with physicians,
hospitals, and other ancillary health services as needed for the benefit of the Employer.
If the "Dimension Network" is not utilized, or becomes unacceptable to the Employer,
KPHA will propose other alternatiye arrangements for such out of county seryices.
3. UTILIZATION MANAGEMENT AND qUALITY ASSURANCE. KPHA shall proyide for
Employer Utilization Reyiew services to include
. Reyiew of inpatient admissions and of continued hospital stay
. Discharge planning
. Data collection and reporting
. Reyiew of supportiye or treatment seryices
. Reyiew of office Yisits, ambulatory surgery and diagnostic or other outpatient
seryices
. Reyiew of billing practices and appropriateness of charges of network
providers
. Large Case Management services
The monthly capitation fee for such services will be $1.25 per employee per month.
This fee will be payable by the County to KPHA by the 20th of each month beginning
on the 20th day of June, 1996. The number of enrollees will be determined on the 1 st
business day of each month.
KPHA shall proYide for Large Case Management seryices for a fee of $50.00 per hour
on an as-needed basis.
Large Case Management seryices shall be pre-approyed by the County on a case by
case basis and billings for such fees incurred shall be proYided monthly with details of
all charges.
Utilization Reyiewand Large Case Management services will be performed according
to pre-set protocols developed in conjunction with the claims administrators (Acordia
National's) standards and will be documented in the claims administrators computer
system.
4. WELLNESS PROGRAMS AND OTHER EDUCATIONAL SERVICES. KPHA shall design
and implement with the coordination of Employer's staff, the Worksite Wellness
Program and other similar services to the Employer and Coyered Persons to promote
healthy lifestyles and preventatiye health care. The Worksite Wellness Program will
include , at no additional charge to Employer or Coyered Persons, a health risk
assessment for each employee and may include, for a charge by a Participating
Proyider, Health Physical Packages. Health Fair coordination and implementation and
other seryices as negotiated deemed to promote healthylifestyles and preyentatiye
health care may also be included in this service.
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5. PARTICIPATING PROVIDER COMPENSATION. Employer shall compensate
Participating Proyiders for covered services minus any plan participant responsibilities.
Employer has the responsibility for implementation of the applicable claims payment
submitted by Participating Proyiders for services rendered or for any billing or other
function related to the health care seryices proYided by Participating Proyiders to
Coyered Persons. All claims for covered services, whether payable by the Employer or
a Coyered Person will receiye a 5% discount. This discount will be rescinded if an
appropriately documented and non-contested claim is not paid to the Participating
Proyider within thirty (30) days of being received by the claims administrator (Acordia
National).
PROVIDER REIMBURSEMENT TERMS. KPHA guarantees that the Participating
Proyider's physician Usual Customary and Reasonable (UCR) and hospital charges will
not change during the term of one year. Thereafter, KPHA agrees to proYide a ninety
(90) day notification in the event of a charge increase. UCR and hospital charges will
be based upon "the Medicode database." The aboye agreed upon discount will be
applied to the billed charge, not to exceed the UCR charge for a seryice.
KPHA further agrees that no other self-insured employer contracting with KPHA will be
proYided with better overall terms than what is being here agreed. If howeyer better
terms are proYided to another self-insured employer contracting with KPHA, such terms
will also be extended to the Employer.
6. COVERED PERSON IDENTIFICATION. Employer shall supply Coyered Persons with
identification cards or other means of identification which clearly identifies KPHA,
reflects the Coyered Person's coyerage under the applicable Employers health benefit
plan, and reflects the Covered Person's eligibility to receiye services from Participating
Proyiders in accordance with the terms of this Agreement. Employer shall also proYide
such other seryices as may be required in order for Participating Proyiders promptly to
verify the status of indiyiduals as Coyered Persons, the terms of the Coyered Person's
health care benefits, including but not limited to the applicable terms of coverage,
deductible status and co-insurance.
7. NETWORK EXCLUSIVITY. During the course of the agreement Employer agrees
not to participate or enter agreements to utilize other provider networks other than that
agreed upon with KPHA and the Employer. Employer during the term of this
Agreement shall not seek to negotiate with indiyidual network members for care or
services outside of contractual proYisions without prior notification to KPHA.
8. BOOKS AND RECORDS. KPHA shall make available to claims administrator
(Acordia National) all records and other data relating to both the network and utilization
reyiewand case management seryices for the purpose of periodic audits of KPHA's
seryices. Information/data will be maintained, as required, to assure confidentiality and
compliance with all applicable regulations.
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9. RESPONSIBILITY FOR HEALTH CARE SERVICES. Employer agrees that KPHA shall
not haye any responsibility or liability for any act, omission, or decision related to
medical seryices rendered by Participating Providers to a Coyered Person.
10. TERM. This Agreement shall continue in effect for one (1) year from the date first
aboye written. Thereafter, the Agreement shall renew for two (2) consecutiye one (1)
year terms. KPHA agrees to proYide the Employer with at least ninety (90) days written
notice of the intent to terminate, non-renew, or amend this Agreement. The Employer
agrees to provide KPHA with at least thirty (30) days written notice of the intent to
terminate, non-renew or amend this Agreement, upon agreement of the parties.
KPHA agrees to negotiate in good faith a partial risk sharing arrangement for the first
renewal of this contract.
BREACH AND CURE. Notwithstanding the foregoing, this Agreement may be
terminated by either party upon a material breach of this Agreement by the other party,
proYiding that the breaching party does not cure the breach within thirty (30) days
following receipt of a written notice from the non-breaching party specifying the nature
of the breach and requesting that it be cured.
11 . GENERAL PROVISIONS.
A. THIRD PARTIES: The terms and proYisions of this Agreement are for the
benefit of the parties hereto and are not intended to proYide any other person with any
right or cause of action on account thereof.
B. NOTICES: Any notice required to be giyen pursuant to the terms and
proYisions hereof shall be in writing and shall be hand-deliyered, with return receipt
thereof, or sent by certified or registered mail, return receipt requested and first-class
postage prepaid to the addresses as follows:
Employer: County of Monroe
Manager: Employee Benefits
Public Seryice Building
5100 College Road, Stock Island
Key West, FI 33040
KPHA: Keys Physician-Hospital Alliance
c/o Lower Florida Keys Physician Hospital Organization, Inc.
P.O. Box 9107
Key West, Florida 33041
Attn.: James K. Simon, Secretary
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C. ASSIGNMENT: This Agreement may not be assigned, subcontracted,
delegated, transferred by either party without the express written consent of the other
party, and any attempted assignment, subcontract, delegation or transfer shall be void.
D. INDEPENDENT CONTRACTORS: None of the proyisions of this Agreement
are intended to create, nor shall be deemed to, or construed to create any relationship
between KPHA and Employer other than that of independent entities contracting with
each other hereunder solely for the purposes of effecting the proyisions of this
Agreement. Neither of the parties hereto, nor any of their respectiYe officers, directors,
or employees shall be construed to be the agent, employee, or representatiye of the
other.
E. GOVERNING LAw: This Agreement shall be goyerned in all respects by the
laws of the State of Florida without regard to Florida's choice of law statutes or
decisions. Any action by any party, whether at law or in equity, relating to this
Agreement shall be commenced and maintained, and yenue shall be proper, only in
Monroe County, Florida.
F. ORDINANCE 10-1990: KPHA warrants that it has not employed, retained or
otherwise had acted on his behalf any former County officer subject to the prohibition in
Sec. 2 of Ordinance no. 10-1990 or any County officer or employee in yiolation of sec.
3 of Ordinance 10-1990, and that no employee or officer of the County had any
interest, financially or otherwise, in KPHA except for such interest, permissible by law
and fully disclosed by affidayit attached hereto. For breach or violation of this
paragraph, the County may, in its disc~etion, terminate this agreement without liability
and may also, in its discretion, deduct form""'the contract or purchase price, or otherwise
recover, the full amount of any fee, commission, percentage, gift or consideration paid
to the former County officer or employee.
G. CONFLICT OF INTEREST: KPHA assures the County that to the best of its
knowledge information and belief, the signing of this agreement does not create conflict
of interest.
H. OWNERSHIP OF INFORMATION: All Utilization Reyiew and Case
Management documents which are prepared in the performance of this agreement are
to be, and shall remain, the property of the County and shall be transferred to the
County or to a replacement Utilization Reyiew/Case Management service proYider
upon request and no later than thirty (30) days after termination of this agreement. Any
patient identifying information shall not be disclosed without written consent of the
patient.
I. INSURANCE REQUIREMENTS: KPHA is required to maintain the types of
insurance identified in Attachment A.
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J. SEVERABILITY: If any proyision of this Agreement is held to be illegal,
inyalid, or unenforceable, under present or future laws effectiye during the term hereof,
such proYision shall be fully seyerable. In such eyent, this Agreement shall be
construed and enforced as if the illegal invalid or unenforceable provision had neyer
been a part hereof, and the remaining provisions shall remain in full force and effect
unaffected by such seyerance; proYided that if the illegal, inyalid or unenforceable
proYision is material to the oyerall purpose and operation of this Agreement, then this
Agreement shall terminate upon the seyerance of such proYision.
K. COUNTERPARTS: This Agreement and any amendment hereto may be
executed in multiple originals, all counterparts together constituting one and the same
instrument.
L. ENTIRE AGREEMENT: This Agreement, along with its exhibits, contains all
the terms and conditions agreed upon by the parties hereto regarding the subject
matter of this Agreement and supersedes any prior Agreements, promises,
negotiations, or representations either oral or written, relating to the subject matter of
this Agreement.
M. HOLD HARMLESS: KPHA shall indemnify and hold the County harmless
from and against any and all losses, penalties, damages, professional fees, including
attorney fees and all costs of litigation and/or judgment arising out of any willful
misconduct or negligent act, error or omission of KPHA incidental to the performance of
this agreement or work performed thereunder. This indemnity shall extend to amounts
the County becomes legally obligated to pay and shall be limited by any soyereign
immunity limit applicable to the underlying claim plus costs of litigation.
In witness wherof, the Employer and KPHA have caused this Agreement to be executed
by their respectiYe corporate officers, effectiye as of the first day of JULY I 1996.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
BY
Employer: Board of County Commissioners
of Monroe County, Florida
1i/.'1~ '~/7-18.'~Y:
Its:
Keys Physician-Hospital Alliance
By -1~JIt:,ANV'- ~ tJ2.PP-A -
Its: rr~
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