SECOND AMENDMENT TO
MANAGED CARE ALLIANCE AGREEMENT
THIS AMENDMENT (the "Amendment") is entered
into this 9th day of May, 2005 by
and between CIGNA Health Corporation, for
and on behalf of its CIGNA Affiliates
(individually and collectively, "CIGNA"),
and Gentiva CareCentrix, Inc. ("MCA").
W I T N E S S E T H
WHEREAS, CIGNA and MCA entered into a
Managed Care Alliance Agreement which
became effective January 1, 2004 (the
"Agreement") whereby MCA agreed to provide
or arrange for the provision of certain
home health care services to
Participants, as that term is defined in
the Agreement;
WHEREAS, the parties wish to amend certain
provisions of the Agreement as set
forth below;
NOW THEREFORE, CIGNA and MCA agree as
follows:
1. Effective July 1, 2005, the
Agreement is amended to extend to CIGNA's
Massachusetts, Maine, New Hampshire, Rhode Island and Vermont
markets.
2. Effective July 1, 2005, the
Agreement is amended to add Exhibit XXV -
CIGNA NEW ENGLAND, attached hereto.
3. The parties agree that
Paragraph 10 of the Amendment to the Agreement
dated January 1, 2005 is null and void as of the effective date
of
such Amendment
and shall have no force and effect.
To the extent that the provisions in the
Agreement, including any prior
amendments, conflict with the terms of this
Amendment (including the exhibits
and schedules hereto), the terms in this
Amendment shall supersede and control.
All other terms and conditions of the
Agreement, as previously amended,
including the Program Attachments and the
Exhibits attached thereto, shall
remain the same and in full force and
effect. Capitalized terms not defined
herein but defined in the Agreement shall
have the same meaning as defined in
the Agreement.
This Amendment shall take effect commencing
on April 15, 2005
IN WITNESS WHEREOF, CIGNA and MCA have
caused their duly authorized
representatives to execute this Amendment
as of the date first written above.
CIGNA HEALTH CORPORATION
By:
-------------------------------------
Its:
Senior Vice President
-------------------------------------
Dated:
-------------------------------------
GENTIVA CARECENTRIX, INC.
By:
-------------------------------------
Its: President
and COO
-------------------------------------
Dated:
-------------------------------------
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EXHIBIT XXV
CIGNA NEW ENGLAND
Effective July
1, 2005, the Agreement shall extend to CIGNA's
Massachusetts,
Maine, New Hampshire, Rhode Island and Vermont (collectively
"New England")
markets. The terms and conditions of the Agreement,
including the
applicable Program Attachments, shall apply to Covered
Services
provided to Participants in New England ("CIGNA New England
Participants")
except as otherwise provided in this Amendment.
A. Transition of Existing
Patients/Provider Issues
Effective July
1, 2005, MCA is responsible for the coordination of all new
Covered Home
Care Services for CIGNA New England Participants. CIGNA will
direct
Participating Providers, and coordinators of home care, and
CIGNA
Health
Facilitation Center personnel to utilize MCA as the sole source
of
Covered Home
Care Services for CIGNA New England Participants.
No later than
April 1, 2005, CIGNA and MCA agree to cooperate in good faith
to establish a
transition plan for CIGNA New England Participants. As part
of that
plan:
o A
process to identify CIGNA New England Participants for
transition, as may be required, will be developed. This process
will include CIGNA requesting active CIGNA New England
Participant patient lists from all Participating Providers of
Covered Home Care Services in New England and authorizing MCA
to
contact those Participating Providers on behalf of CIGNA. Best
efforts shall be made to produce an initial listing of CIGNA
New
England Participants subject to transition, with periodic
updates
with additional CIGNA New England Participant names identified
over the April to June 2005 time period.
o CIGNA
will provide each CIGNA New England Participant identified
for transition with a transition notice as required by state
regulations as soon as practicable following the issuance of
the
initial or subsequent transition listings. MCA and Represented
Providers will be responsible for patient transition activities
subsequent to notice from CIGNA.
o MCA will contact all
Represented Providers and notify them of the
requirement to cease all billings to CIGNA for all Covered Home
Care Services and commence billing for such Covered Home Care
Services through MCA.
Further, CIGNA
will:
o
Terminate or suspend any direct agreements with any CIGNA New
England Participating Provider of Covered Home Care Services
for
HMO, Gatekeeper and PPO Program Plans, effective June 30, 2005.
B. Compensation and
Billing.
CIGNA and MCA
agree that the terms and conditions applicable to the
compensation
portions of the Agreement, Exhibits, the applicable Program
Attachments and
rate schedules shall be applicable to Covered Home Care
Services
provided to CIGNA New England Participants, except as otherwise
provided in this
Amendment.
Notwithstanding
the capitation rate set forth in the Agreement, should the
Baseline PMPM as
calculated in Section C below entitled "Baseline PMPM
Rate" be below *
PMPM, then the capitation rate for CIGNA New England HMO
Program and
Gatekeeper Program Participants will be the Baseline PMPM as
defined
*Confidential Treatment Requested
2
<PAGE>
and calculated
in Section C below * (the "NE CAP PMPM") per member per
month effective
July 1, 2005. The NE
