EXHIBIT 10.17
SUB-ACUTE CARE SERVICES AGREEMENT
THIS AGREEMENT, effective February 1, 1997 is between PHYSICIAN'S CHOICE, LLC, a
Connecticut based limited liability company ("IPA") and Lexington Health Care
Group, L.L.C., a corporation existing under the laws of the State of
Connecticut, ("PROVIDER").
WHEREAS, IPA contracts on behalf of itself and its participating Network
physicians with physicians and other medical providers to participate in its
Cooperating Provider Network ("Network"), and
WHEREAS, IPA contracts with health insurers and other payors ("Payors") to make
its Network available to enrolled subscribers under health benefit programs
("Health Benefit Program") maintained by such Payors ("Enrolled Persons"), and
WHEREAS, PROVIDER operates a skilled nursing and rehabilitation facility and is
licensed to provide such services in the State of Connecticut, and
WHEREAS, IPA and PROVIDER desire to enter into a contract which assures that
skilled nursing and rehabilitation services (as defined in Section 1 of this
Agreement) will be available to Enrolled Persons at PROVIDER'S skilled nursing
and rehabilitation facility ("Facility").
NOW THEREFORE, IPA and PROVIDER agree:
SECTION 1. SERVICES TO BE PROVIDED:
a. PROVIDER will, through licensed professionals and other staff,
provide covered skilled nursing and rehabilitation services
("Services") as defined herein to Enrolled Persons at its
Facility in accord with Appendix A, which is attached hereto and
incorporated herein by reference. For purposes of this
Agreement, "Member" means any Enrolled Person who is treated by
the IPA Network who is admitted to Facility for Services in
accord with this Agreement. "Services" mean all ordinary and
necessary inpatient skilled nursing and rehabilitation services
that are (i) medically necessary, (ii) ordered by a physician
associated with IPA ("Medical Group" physician), (iii)
customarily provided by skilled nursing and rehabilitation
facilities in Connecticut, and (iv) above the level of custodial,
convalescent, intermediate or domiciliary care, including, but
not limited to, nursing care, bed and board, physical,
occupational, and speech therapy, medical social services,
prescribed drugs and medications, and medical supplies,
appliances and equipment ordinarily and routinely furnished by
skilled nursing and rehabilitation facilities.
b. PROVIDER will provide Services to Members referred to Facility
and consistent with the care prescribed and orders given by
Medical Group physicians as long as medically appropriate.
PROVIDER will provide Services to IPA Members in the same manner
and with the same personnel and facilities that PROVIDER provides
such services to others, unless expressly stated otherwise in
this Agreement.
SECTION 2. COMPENSATION:
a. PROVIDER agrees to accept payment in amounts not exceeding those
specified in Appendix B, attached hereto, as payment in full for
all charges for all covered Services rendered to Members
hereunder.
b. PROVIDER shall complete and transmit according to instructions
promulgated by each Payor sponsoring or maintaining a Member patient's
Health Benefit Program a statement on a form approved by IPA with
attached detail explanation of charges which shall show all Services
rendered to Members itemized on the same basis and at the same prices
as for all patients, Such statement shall be transmitted immediately
after provision of Services to each payor and in no instance shall
such statement be submitted more than two (2) months after the date of
termination of Service. PROVIDER may charge Members any amounts
chargeable under Appendix B and not payable by the applicable Payor,
such as applicable coinsurance, deductibles, and non-covered charges
under the Member's Health Benefit Program.
c. IPA shall include in each contract between IPA and any Payor
whose Enrolled Members are to be admitted to Facility pursuant to
this Agreement a provision authorizing IPA's Medical Group to
admit Payor's Enrolled Persons to Provider's Facility and
obligating the Payor to make payment to PROVIDER for Covered
Services to such Enrolled Persons in accordance with this
Agreement and the Compensation schedules attached hereto.
d. PROVIDER shall not assert a claim against IPA or the applicable
Payor for Services - rendered to a Member which are not covered
under the Payor's Health Benefit Program under which the Member
is a Covered Person.
SECTION 3. HOLD HARMLESS:
Except as provided in Section 2B of this Agreement and in Section 3 of
Appendix B of this Agreement, PROVIDER agrees that in no event, including, but
not limited to non-payment by the Payor, insolvency, or breach of this
Agreement, shall PROVIDER xxxx, charge, collect a deposit from, seek
compensation, remuneration or reimbursement from, or have any recourse against
any Member for Services provided pursuant to this agreement. PROVIDER further
agrees that this provision shall (1) survive the termination of this Agreement
regardless of the cause giving rise to termination and shall be construed to be
for the benefit of Members, and (2) supersede any oral or written contrary
agreement now existing or hereafter entered into between the parties.
SECTION 4. STANDARD OF PRACTICE, COMPLIANCE WITH LAWS AND ACCREDITATION:
a. PROVIDER will perform Services in Members' best interest and with
the same standard of care, skill and diligence that customarily
has been provided by PROVIDER and otherwise is considered
acceptable practice in licensed skilled nursing and
rehabilitation facilities located in the state of Connecticut.
b. PROVIDER warrants that it is currently and at all times during
the term of this Agreement shall remain: (1) in compliance with
all applicable local, state and federal laws, rules and
regulations relating to skilled nursing and rehabilitation
facilities; and (2) in compliance with all laws and regulations
necessary to participate in the Medicare and Medicaid programs
under Titles18 and 19, respectively, of the Social Security
Act. PROVIDER shall provide to IPA documentary evidence of such
licensure and certification upon request.
c. PROVIDER will allow IPA to review all survey reports that
PROVIDER submits to or receives from any licensing or
accreditation organization or state or federal government agency
and will provide IPA with a copy of each licensing or
accreditation organization's final survey report. Unless
prohibited by law, PROVIDER will inform IPA and Medical Group
within one week of its receipt of notice of any action or
impending action that may revise, limit, suspend, or revoke
(temporarily or
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otherwise) any license, accreditation, certification (of PROVIDER
or Facility), or that may affect the credentialing of any member
of PROVIDER'S staff.
d. PROVIDER will notify IPA immediately of any legal, accreditation
agency, regulatory, or governmental action initiated against
PROVIDER or of any incident that may materially affect its
ability to perform its obligations hereunder or to maintain any
license, certification or accreditation held by PROVIDER (or
Facility) or its staff. PROVIDER will also notify IPA immediately
of any significant change in operation, emergency condition, or
factor that may significantly affect the health and welfare of
Members admitted to Facility.
e. PROVIDER warrants that each person through whom PROVIDER will
provide Services to Members under this Agreement is licensed in
good standing and qualified to provide such Services in the State
of Connecticut and will maintain such licensure at all times
during the term of this Agreement. Upon request, PROVIDER shall
provide satisfactory evidence to IPA of such licenses,
certifications and qualifications.
f. IPA and its Medical Group physicians, in referring members to
Provider's Facility or in making visits to the Facility pursuant
to Section 4 of this Agreement will act in Members' best interest
and with the same standard of care, skill, and diligence
customarily provided or exercised by IPA and its Medical Group
physicians in similar situations and otherwise considered
acceptable practice in such situations.
g. IPA and its Medical Group physicians warrant that they are
currently and a all times during the term f the Agreement shall
remain: (1) in compliance with all applicable local, state and
federal laws, rules and regulations relating to an independent
practice association and to practicing physicians in Connecticut;
and (2) in compliance with all laws and regulations necessary to
participate in the Medicare and Medicaid programs under Titles 13
and 19, respectively of the Social Security Act. IPA, if
applicable, and the Medical Group physicians shall provide to
Provider documentary evidence of said license and certification
upon request.
h. IPA will notify PROVIDER immediately of any legal, accreditation
agency, regulatory, or governmental action initiated against IPA
or any of its Medical Group physicians or if any incident that
may materially affect its ability to perform its obligations
hereunder or to maintain any license, certification, or
accreditation held by IPA or any of its Medical Group physicians.
I. IPA warrants that each of its Medical Group physicians
participating under this Agreement is licensed and in good
standing to practice medicine in Connecticut and will maintain
such licensure at all times during the term of this Agreement.
Upon request IPA or its Medical Group physicians shall provide
satisfactory evidence to Provider of such licensure.
SECTION 5. CONNECTICUT DEPARTMENT OF HEALTH RULES AND REGULATIONS:
Upon request, PROVIDER agrees to provide the Connecticut Department of
Health with access to medical records of Members.
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SECTION 6. UTILIZATION MANAGEMENT:
a. IPA and PROVIDER agree that, to the extent compatible with the
separate and independent management of each, it is desirable to
provide Services in the most cost effective manner consistent with
prevailing standards of medical care. PROVIDER will cooperate with
IPA and Medical Group in improving the cost effectiveness of care
provided to Members.
b. PROVIDER further agrees to cooperate with IPA in its
implementation of an effective utilization management program
that embraces all Services provided to Members by PROVIDER.
Subject to applicable law, PROVIDER agrees to furnish IPA with
all pertinent sections of a Member's medical records and such
billing information as is necessary to implement IPA utilization
management and quality assurance programs.
c. PROVIDER shall maintain a utilization management program.
SECTION 7. QUALITY ASSURANCE:
a. During the term of the Agreement, PROVIDER will coordinate its
efforts with the reasonable requirement of IPA and Medical Group
to assure the quality of all care and services provide Members.
PROVIDER will allow representative of IPA and Medical Group to
actively participate in the conduct of PROVIDER's utilization
review programs and quality assurance committees, including, but
not limited to, membership on any quality assurance and
utilization review committees at Facility. Upon termination of
this Agreement, each IPA and Medical Group representative serving
on these committees will tender his or her resignation to each
such committee.
b. PROVIDER will discuss with IPA and/or Medical Group
representative the outcome of any survey, investigation,
assessment or formal evaluation conducted at Facility by any
certification or accreditation organization with respect to
PROVIDER's facilities and discuss with IPA within a reasonable
time thereafter the nature and timing of any proposed corrective
action in response to such survey, investigation, assessment or
formal evaluation. PROVIDER shall make available to IPA upon
request, PROVIDER's written quality assurance plan.
c. PROVIDER will designate a liaison who shall meet and confer on a
regular basis with IPA and Medical Group representatives
regarding issues relating to this Agreement, including, but not
limited to, utilization and quality assurance. To the best of
their ability, PROVIDER shall remedy any condition related to
Member care which has been reasonably determined by IPA or
Medical Group to be unsatisfactory, as soon as reasonably
possible.
d. During the term of this Agreement and after its termination,
PROVIDER shall maintain records and information concerning each
Member as reasonably required by IPA and as necessary to comply
with any relevant law or regulation of the State of Connecticut
or federal government. Subject to applicable law, PROVIDER
will provide IPA and/or Medical Group with access to coded
medical information on Members so that IPA may effectively track
and record diagnoses and utilization.
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e. PROVIDER shall investigate and respond promptly to all quality
issues and work with IPA and Medical Group to resolve such
issues in the best interest of Members, the PROVIDER and IPA.
If a disagreement arises between PROVIDER and IPA and/or Medical
Group on any matter whatsoever,
f. PROVIDER, IPA and Medical Group shall work cooperatively towards
a resolution and shall not involve Members in any matter
concerning such disagreement.
SECTION 8. NOTIFICATION AND RESOLUTION OF COMPLAINTS:
PROVIDER will promptly notify IPA of receipt of any letters from attorneys
regarding Members or complaints from Members regarding Services provided by, or
on behalf of, PROVIDER and IPA will promptly notify PROVIDER of receipt of such
letters regarding care provided to Members by PROVIDER. PROVIDER agrees to
cooperate in resolving Members' complaints regarding Services provided by, or on
behalf of, PROVIDER under this Agreement. When such complaints are brought to
PROVIDER's attention, PROVIDER shall promptly investigate such complaints and
use its reasonable best efforts to resolve them in a fair and equitable manner.
Such cooperation shall include, but not be limited to, meeting with
representatives of IPA, providing information bearing on the complaint to such
representatives, and taking all reasonable actions suggested by such
representatives to resolve Members' complaints which are not contrary to the
best interests of Provider or contrary to advice of Provider's legal counsel,
SECTION 9. BYLAWS POLICIES & PROCEDURES:
IPA and Medical Group Physicians during the term of this Agreement and any
period of Services after Termination pursuant to Section 18 shall abide by all
of PROVIDER's applicable bylaws, policies and procedures regarding Members as
patients at PROVIDER's Facility, and shall respond to communications regarding
Members from PROVIDER's staff in a prompt manner. IPA shall intervene on behalf
of PROVIDER with any Medical Group physician who fails to adhere to the terms of
this section, but nothing herein shall require IPA to agree with PROVIDER's
position in any disputed matter.
SECTION 10. RELATIONSHIP OF PARTIES:
This Agreement does not and shall not be construed to create the
relationship of agent, employee, partnership, joint venture or association
between the parties, but is an agreement by and between two independent
contractors. Notwithstanding anything set forth in this Agreement to the
contrary, no individual through who PROVIDER renders Services hereunder shall be
entitled to or receive any health, life, and/or disability insurance coverage
and/or any pension or profit sharing benefits, or the like, from IPA.
SECTION 11. BOOKS AND RECORDS:
a. PROVIDER will maintain appropriate medical records and charts for
all Members who receive Services at Facility. Subject to
applicable law, PROVIDER will make such records and charts
available to IPA at reasonable times and will provide copies upon
request, at the following charges: (i) copies of one set of
records for each admitted Member will be made available free of
charge, and (ii) additional copies of medical records will be
made available at PROVIDER's usual and customary rate.
b. PROVIDER agrees to allow representatives of IPA to review, at
reasonable times, upon prior reasonable notice any book and
record which relates to Services provided under this Agreement
including, but not limited to, records relating to accounting,
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billing, payment, Member's medical records, assignment of insurance
or benefits, claims information, and appropriate utilization of
health services.
c. With appropriate written authorization from Medical Group
physicians and subject to applicable law, PROVIDER's committees
responsible for peer review and quality assurance ("Quality
Assurance Committees") will upon request provide to IPA's
Quality Assurance Committees timely and appropriate quality
assurance information and peer review and professional activity
information relating to Members and Medical Group physicians,
provided IPA's Quality Assurance Committees protect the
confidentiality of such information to the full extent required
under law.
SECTION 12. ACCESS TO BOOKS AND RECORDS:
In accord with 42 U.S.C. 1295x (V)(1)(1) and C.F.R. Part 420, Subpart D.
Section 1. et seq., PROVIDER shall, until the expiration of four (4) years after
the furnishing of Medicare reimbursable services pursuant to this Agreement,
upon proper written request, allow the Comptroller General of the United States,
the Secretary of Health and Human Services, and their duly authorized
Representatives access to this Agreement and to PROVIDER's books, documents and
records necessary to certify the nature and extent of costs for Medicare
reimbursable services provided under this Agreement. In accord with the above-
referenced statute and regulations, if Medicare reimbursable services provided
by PROVIDER under this Agreement are carried out by means of a subcontract
with any organization related to PROVIDER and such related organizations
provides services the cost or value of which is $10,000 or more over a
twelve (12) month period, then the subcontract between PROVIDER and the
related organization shall contain a clause comparable to the clause specified
in the preceding paragraph.
SECTION 13. CONFIDENTIALITY AND CONSENT:
Notwithstanding anything else to the contrary in this Agreement, all
patient information, records and data collected or maintained by PROVIDER (or
its employees or agents) or exchanged between PROVIDER, IPA or Medical Group
will be treated in a confidential manner, and in compliance with all applicable
state and federal law. Except as provided in Schedule A Section 5 with respect
to a summary of the Medical history and current treatment of each Member,
neither PROVIDER, its staff nor its employees will have access to or the right
to review any medical record of any Member without a properly executed release
, except where necessary to provide Services to the Member. No PROVIDER
employee or agent shall discuss, transmit, or narrate in any manner any Member
information of a personal, medical, or other nature except as necessary to
provide Services to Members under this Agreement.
SECTION 14. INSURANCE:
a. PROVIDER will at all times maintain in full force and effect, at
PROVIDER's sole cost an expense, combined bodily injury and
property damage liability insurance in the minimum amount of one
million dollars ($1,000,000) per occurrence and one million
dollars ($1,000,000) aggregate, and professional liability
insurance coverage in the minimum amount of one million dollars
($1,000,000) per occurrence and three million dollars
($3,000,000) aggregate to cover all of its obligations and
potential liabilities and those of its officers, agents and/or
employees under this Agreement with an insurance company licensed
to provide coverage in the State of Connecticut and reasonably
acceptable to IPA.
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b. PROVIDER will make available to IPA upon execution of this
Agreement Certificates of Insurance evidencing such coverage, and
if available, stating that coverage will not be materially
changed, canceled or reduced without at least a 30 day prior
written notice to IPA. In the event of any material adverse
change in PROVIDER's said insurance coverage, this Agreement may
be immediately suspended or terminated, at IPA option. PROVIDER
will notify and provide evidence of insurance at the time of any
amendments, changes or modifications hereto and at any time on
reasonable request by IPA during the term of this Agreement.
c. All parties to this Agreement will maintain in full force and
effect appropriate workers' compensation protection and
unemployment insurance as required by law.
d. During the term of this Agreement, IPA will contract with the
Medical Group physicians, requiring them to maintain professional
liability coverage at levels at least equal to the minimum set
forth above for PROVIDER and general liability insurance in the
amount of not less than one million dollars ($ 1,000,000) per
occurrence and one million dollars ($1,000,000) in the aggregate.
IPA will carry its own general liability insurance in said
amounts at all times during the term of this Agreement. Upon
request IPA will provide PROVIDER a statement of its insurance
together with a current financial statement of IPA and will cause
the Medical Group physicians to provide statements of their
insurance as required herein to PROVIDER. IPA will promptly
notify PROVIDER of any material changes in its insurance.
SECTION 15. INDEMNIFICATION:
a. PROVIDER agrees to indemnify and hold harmless IPA and Medical
Group physicians and all other person or organizations
cooperating in the conduct of the health care program commonly
known as the IPA Program and each of their shareholders,
members, partners, employees, agents and officers (each of which
persons and organizations is an Indemnity) from and against any
and all claims, loss, damages, liability, costs, expenses
(including reasonable attorneys' fees), judgments or obligations
whatsoever, for or in connection with injury (including death) or
damage to any person or property to the extent resulting from the
negligent or otherwise wrongful acts or failure to act of
PROVIDER, its employees, partners, officers or agents.
b. IPA agrees to indemnify and hold harmless PROVIDER and its
officers, directors, employees and agents from and against any
and all claims, loss, damages, liability, costs, expenses
(including reasonable attorneys' fees), judgments or obligations
whatsoever, for or in connection with injury (including death) or
damage to any person or property to the extent resulting from the
negligent acts or otherwise wrongful acts or failure to act of
IPA and, its members, employees, officers or agents under this
Agreement.
c. This indemnification provision survives termination of this
Agreement.
SECTION 16. TERM OF AGREEMENT:
Effective January , 1997, this Agreement shall continue for a one year
term and shall be renewed thereafter for additional terms of one year each
("renewal term") unless either party gives the other party thirty (30) days
written notice prior to any renewal term that it will not renew the Agreement.
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SECTION 17. TERMINATION OF AGREEMENT:
This Agreement may be terminated for cause under the following
circumstances:
a. Upon material breach of this Agreement, the non-breaching party
may terminate this Agreement after thirty (30) days written
notice specifying the facts and circumstances of the breach to
the other party, unless the breach is corrected to the reasonable
satisfaction of the non-breaching party within such thirty (30)
day period; or
b. If PROVIDER's license is revoked, suspended or limited, or
PROVIDER's Medicare certification or Medicaid certification is
denied, or a material adverse change occurs in PROVIDER's
insurance coverage, or if Provider shall become insolvent or
undergo a Bankruptcy Event as defined herein, then IPA may
terminate this Agreement immediately by giving written notice
thereof to PROVIDER.
c. If IPA's license, if any, is revoked, suspended, or limited, or a
material adverse change occurs in IPA's insurance coverage, or if
IPA shall become insolvent or undergo a Bankruptcy Event as
defined herein, or if the agreement between IPA and any Payor
responsible for payment of a Member's charges at the Facility
shall terminate without continuing post-termination obligation of
the Payor to continue paying such charges, or if any Medical
Group physician having a patient admitted at the Facility shall
terminate or be terminated from IPA's Network without a
post-termination obligation of continuing responsibility to such
Member or without substitution of another Medical Group
physician, then PROVIDER may terminate this Argument immediately
by giving written notice thereof to IPA.
d. This Agreement may be terminated by either party without cause by
giving sixty (60) days prior written notice thereof to the other
party. During such sixty (60) day notice period, or during the
thirty (30) day notice period described in Section 17(a), or the
sixty (60) day notice period described in Section 17(b), or the
sixty (60) day notice period described in Section 16 hereof, this
Agreement shall continue to be effective and the parties shall
remain bound and liable hereunder.
e. As used herein the term "Bankruptcy Event" means, with respect to
any party, the filing by the party of a voluntary petition for
relief under any chapter of the Bankruptcy Code, the filing
against the party of an involuntary petition for relief under any
chapter of the Bankruptcy Code which is not dismissed or
withdrawn within the first sixty (60) days following said filing,
the taking of possession or control of the business of any party
by a trustee in bankruptcy, the appointment of a receiver of the
business or assets of the party, or the making by the party of a
general assignment for the benefit of creditors.
SECTION 18. SERVICES AFTER TERMINATION:
Upon termination of this Agreement, PROVIDER understands and agrees that
its responsibility to provide Services to Members admitted to Facility before
termination shall continue until such Members' treatment is completed, unless
IPA has made reasonable and medically appropriate arrangements for the
assumption of Services by an alternate contracting provider. PROVIDER agrees to
provide such services in accord with the terms and conditions of this Agreement
until IPA has made alternate arrangements or PROVIDER's services are deemed by
Medical Group physician to be no longer necessary.
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SECTION 19. HEALTH PLAN BENEFITS DETERMINATION AND ADMINISTRATION:
IPA is responsible for administration of Members' benefits and will
communicate with Members regarding their health benefits coverage, including
denial or discontinuation of benefits.
SECTION 20. USE OF NAMES:
PROVIDER agrees that IPA may reveal PROVIDER's name to Payors, employers or
current and potential Members in describing benefits and the IPA Program, and
that IPA may reveal PROVIDER's name to Medical Group's other providers to
facilitate referrals. Except for the above, IPA will not publish PROVIDER's
name in literature that describes benefits without PROVIDER's approval.
PROVIDER agrees that neither IPA nor Medical Groups names will be used in any
manner or published in any literature or other publication without the prior
review and written approval of IPA.
SECTION 21. NONDISCRIMINATION:
PROVIDER will accept all Members in accord with Section 1 of this Agreement
and its own internal policies on admissions and will provide Services to Members
without discrimination on account of race, sex, color, religion, national
origin, age, physical, or mental handicap, or veteran's status . PROVIDER
recognizes that Provider and IPA are subject to various federal laws, executive
orders, and regulations regarding equal opportunity and affirmative action which
may also be applicable to subcontractors. PROVIDER agrees that any and all
applicable equal opportunity and affirmative action clauses shall be
incorporated herein to the extent required by federal laws, executive orders,
and regulations.
SECTION 22. NOTICES:
Unless expressly provided otherwise, all notices herein required to be
given, or which may be given, by any party to the other, will be deemed to have
been fully given when written and personally delivered to the parties below or
deposited in the United States mail, certified and postage prepared and
addressed as follows:
Physician's Choice, LLC Lexington Health Care Group, LLC
000 Xxxxxxx Xxxx 00 Xxxx Xxxxx
Xxxxxxxxxx, XX 0000 Xxx Xxxxxxx, XX 00000
Attn. Xxxxxxx Xxxxxx, M. D. Attn. Xxxx Xxxxxxxx, CEO
SECTION 23. SEVERABILITY:
If any provision of this Agreement is held to be invalid, void, or
unenforceable, the remaining provision hereof shall continue in full force and
effect.
SECTION 24. ENTIRE AGREEMENT OF PARTIES:
This Agreement and Appendices, attached contain the entire agreement
of the parties. Any prior agreements, promises, negotiations, or
representations relating to the subject matter of this Agreement not expressly
set forth herein are of no force or effect. No modification, amendment, or
alteration of the Agreement will be effective unless it is in writing and signed
by both parties.
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SECTION 25. NON-EXCLUSIVE:
This Agreement between IPA and PROVIDER is non-exclusive and IPA reserves
the right to arrange for any services for Members from any other provider.
SECTION 26. AUTHORITY TO EXECUTE AGREEMENT:
The undersigned individuals represent that they are fully authorized to
execute this Agreement on behalf of their respective parties.
SECTION 27. ASSIGNMENT:
This Agreement shall be binding upon and for the benefit of IPA and
PROVIDER. Nothing contained in this Agreement shall be construed to permit the
assignment by either party of any rights or obligations hereunder and such
assignment is expressly prohibited without the prior written consent of the
other party, which consent shall not be unreasonably withheld.
SECTION 28. AMENDMENT:
This Agreement may be amended at any time by mutual agreement of the
parties, but no such amendment is valid unless it is in writing and signed by
both parties:
SECTION 29. GOVERNING LAW:
This Agreement will be governed by, and construed in accord with the laws
of the State of Connecticut.
SECTION 30. WAIVER:
No party will be deemed to have waived any rights hereunder unless the
waiver is made in writing and signed by the waiving party or that party's duly
authorized representative. The failure to exercise any right or remedy under
this Agreement shall not operate as a waiver of such right or remedy. All
rights and remedies provided for under this Agreement are cumulative. A waiver
by any party of a breach of a provision of this Agreement or warranty of
representation herein set forth will not constitute a waiver of that provision,
warranty or representation or any other provision, warranty, or
representation.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their authorized representatives.
PHYSICIAN'S CHOICE, LLC LEXINGTON HEALTH CARE GROUP, LLC
By: By:
Name: Name:
Title: Title:
Date: Date:
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APPENDIX A
SERVICES
SECTION 1. SERVICES:
For purposes of this Agreement, Services mean any and all routine and or
ancillary inpatient skilled nursing and rehabilitation services at Facility that
require the supervision of a licensed professional such as qualified nurse or
therapist and include, but are not limited to, the following:
a. Skilled supervision and management of a complicated or extensive
plan of care for a Member referred to Facility by an IPA
physician in which there is a significantly high probability (as
opposed to a mere possibility) that complications would arise
without the skilled supervision of such a treatment program by a
professional nurse.
b. Observation, assessment and monitoring of a complicated or
unstable medical condition. Observation becomes a skilled nursing
and rehabilitation service when the unstable condition of a
Member would require the skills of a professional nurse to detect
and evaluate his or her need for possible treatment modification.
The need for observation should be properly documented in nursing
notes and physician and/or progress notes.
c. Skilled teaching services for self-maintenance after discharge.
d. Intramuscular medications or feedings.
x. Xxxxxx tube and gastrostomy feedings.
x. Xxxx-pharyngeal and tracheotomy aspiration.
g. Insertion and sterile irrigation (Medicinal) of catheters.
h. Application of dressings involving prescription medications and
aseptic
i techniques.
j Treatment of extensive decubitus ulcers or other widespread skin
disorders.
k. Skilled performance or supervision of therapeutic exercises or
activities.
l. Prescription medications (including oxygen) ordered by a physician.
m. Gait evaluation and training where ability to ambulate has been
impaired by a rehabitable neurological, muscular or skeletal
abnormality.
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n. Skilled therapy for speech restoration and occupational therapy
provided in conjunction with other rehabilitative service.
SECTION 2. ADMISSION:
Members shall be admitted to Facility seven (7) days per week, twenty-four
(24) hours per day, upon reasonable notice from IPA or Medical Group physicians.
SECTION 3. NOTIFICATION OF MEDICAL GROUP PHYSICIAN:
If a Member needs inpatient medical and/or surgical services or there is
any indication of a significant change in a Member's condition, PROVIDER shall
immediately notify the Member's referring Medical Group physician. If such a
need occurs outside normal business hours, PROVIDER shall contact the on-call
Medical Group physician. The Medical Group physician shall arrange for any
necessary services. For any life-threatening emergency, PROVIDER will send the
Member directly to Hospital and will contact the referring Medical Group
physician immediately thereafter.
SECTION 4. VISITS TO FACILITY:
Any Medical Group physician may make periodic visits to observe any Member
after his or her transfer to Facility. Such visits shall be made as deemed
appropriate by IPA and/or Medical Group physicians. Any Medical Group physician
visiting Facility to observe any Member shall comply with all reasonable
requirements and policies of PROVIDER, as required by State law.
SECTION 5. REPORTS AND RECORDS:
1. A summary of the medical history and current treatment of each Member
referred to PROVIDER will accompany the Member at the time of his or her
admittance. Newly admitted patients must be seen within twenty-four (24) hours
of admission to the facility. PROVIDER will submit to IPA the following reports
for each Member patient at Facility; admission assessment report, admission plan
of care, progress reports documenting the skilled care provided by PROVIDER and
the patients' progress in relation thereto, discharge plan, and discharge
summary. PROVIDER will also provide IPA with a detailed report of each
interdisciplinary meeting. Upon any Member's transfer or discharge from
Facility, PROVIDER shall provide copies of the Member's Admission and Discharge
Record, History and Physical, Discharge Summary, operative reports, doctor's
orders, pathology reports, emergency treatment reports, and consultation
reports, and any other report or record reasonably requested by IPA or Medial
Group.
2. The Medical Director and/or Associate Medical Director shall reserve
the right to review any resident record or examine any resident, if indicated,
prior to admission. He/she may approve or disapprove a resident's admission
based on the Facility's ability to provide required services.
SECTION 6. DISCHARGE PLANNING SERVICES:
PROVIDER will provide discharge planning services for any Member who is
discharged from Facility. Discharge planning services shall begin on the
Member's admission and shall be completed by the medically appropriate discharge
date. Upon request, PROVIDER shall provide documentation supporting the
progress of discharge planning services any time during a Member's stay at
Facility.
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SECTION 7. BED OCCUPANCY:
PROVIDER will use its best efforts to make a bed available to any Member
referred to PROVIDER by a Medical Group physician in accord with Section 1 of
this Agreement and will immediately notify IPA at any time when all staffed
inpatient beds at PROVIDER become occupied. Thereafter, while total staffed
inpatient bed occupancy persists, in establishing priorities, PROVIDER shall
assign beds to Member patients in the same manner as beds are assigned to all
other patients seeking admission to PROVIDER.
SECTION 8. TRANSPORTATION:
Transportation of Members referred to PROVIDER by Medical Group physicians
will be arranged by IPA and/or Medical Group, at no cost to PROVIDER. Except
in an emergency, PROVIDER shall not transport a Member by ambulance without
prior authorization from the Member's primary care Medical Group physician.
SECTION 9. MEMBER TRANSFERS:
PROVIDER shall cooperate with IPA efforts to refer or transfer Members to
any other Facility or hospital.
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XXXXXXXX X
COMPENSATION SCHEDULE
SECTION 1. DEFINITIONS:
For purposes of billing and compensation for Services under this Agreement,
there is one category of IPA Member: Members who are not entitled to Medicare
coverage or are working aged or disabled members, and the affected dependents,
who are entitled to Medicare but have elected their employer's group health plan
coverage as their primary coverage.
SECTION 2. COMPENSATION SCHEDULE:
a. ATTACHED HERETO.
b. PROVIDER will xxxx the applicable Payor and said Payor will pay
PROVIDER according to the Compensation Schedule in Section 2(a)
above, except as otherwise provided in Section 3 of this
Appendix.
SECTION 3. COMPENSATION FROM MEMBERS OR OTHER PAYORS:
PROVIDER will look solely to the applicable Payor for compensation for
Services rendered to Members under this Agreement, and will not assert any other
claim for compensation, including but not limited to, claims against Members,
for services provided hereunder, except in the following situations:
a. Non-Covered Services: Where PROVIDER provides items or services
to any Member, for which the Member has no benefit under the
applicable Payor Health Benefit Program (e.g., custodial care),
or for which the Member must pay Supplemental Charges (as defined
in the Payor Health Benefit Program), PROVIDER will look solely
to the Member for compensation for such services.
b. Coordination of Benefits: Where a Member is entitled to benefits
under a Payor Health Benefit Program that includes a provision
for coordinating benefits with another carrier's health benefits
coverage, and the Member has such other coverage which is
primary, and PROVIDER is made aware of such provision and the
identity of the primary carrier or payor, this PROVIDER will look
first to the primary carrier for compensation. In such cases,
the Payor will only be responsible for that amount, if any, by
which the amount payable hereunder (Appendix B, Sec, 2)
exceeds the payment made by the primary carrier.
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c. Third Party Payor: Where Members are entitled to medical
coverage provided by worker's compensation, group or individual
no fault and traditional automobile insurance or general third
party liability insurance, PROVIDER will look solely to the
employer or appropriate third party for compensation, to the
extent permitted by law. Each party agrees that it will
immediately notify the other party upon receiving any notice of
the above.
d. Lack of Coverage: Where a Member elects to continue receiving
services from PROVIDER after such Member's coverage benefits
under his or her Payor Health Benefit Program have been exhausted
or after the Payor disallows coverage for such services, PROVIDER
will look solely to the Member for compensation for such services
and the Payor and IPA shall not be liable to PROVIDER for any
amount in connection with such services rendered by PROVIDER to
such Member.
e. Member Copayment: PROVIDER shall collect all applicable
copayments from Members at the time services are provided
hereunder.
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APPENDIX B, SECTION 2A
COMPENSATION SCHEDULE
1. TRANSITIONAL MEDICAL SERVICES (TMS):
Designed as a cost effective alternative to acute hospitalization, the
TMS provides for the care and treatment of patients who are medically complex
and require specialized medical, nursing and therapeutic services. These
services include, but are not limited to, intravenous therapy, enteral therapy,
skin/wound care, post surgical stabilization, respiratory care, and subacute
medical intervention services are provided on an intensity level consistent with
the patient's needs. TMS are designed to provide, through a relatively short
length of stay, the resolution of acute medical problems with discharge to a
patient's home, rehabilitation program or extended care facility. Types of
patients appropriate for referral into the TMS are:
A. Severely injured persons who require medical stabilization and
increased endurance prior to acute or transitional
rehabilitation;
B. Patients receiving renal dialysis who develop secondary complications;
C. Patients with tracheotomies who require intensive respiratory
therapy;
D. Patients requiring intravenous antibiotics, hyperalimentation,
etc.;
E. Post operative patients requiring surgical stabilization and
recuperation;
F. Patients requiring skin graft site/wound care;
G. Patients receiving dialysis who develop secondary complications.
Intensive medical and nursing services Per Diem: $450
II. TRANSITIONAL REHABILITATION SERVICES (TRS):
TRS is designed as an effective alternative to rehabilitation provided in an
acute care or rehabilitation hospital setting. The Program offers comprehensive
medical, nursing and rehabilitation services to individuals with a wide range of
rehabilitation needs, following stroke, surgical stabilization of an orthopedic
injury, amputation, aneurysm, progressive neurological and/or neuromuscular
disease, joint replacement and/or trauma. TRS is designed to provide a short
length of stay with improvement that maximizes a person's functional
independence.
Per Diem $225. Cost of pharmacies and therapies shall be billed separately at
cost.
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ALL THE PER DIEMS INCLUDE THE FOLLOWING
* Semi-Private Room * Skilled Nursing Care
* Meals * Case Management
* Administration of; * Respiratory and Oxygen Services
Medications/Pharmacy Supplies * Routine X-Rays
Administration of Enteral/ * Routine Medical/Nursing Supplies
Parenteral Nutrition * M.D. Charges of Physicians under
Contract to Provider (charges of
other Physicians are not included.)
EXCLUSIONS
* Hyperalimentation
* Rental/Purchase of Durable Medical Equipment (DME)
which includes, without limitation Clinitron Beds and Specialized Motorized
Wheelchair
* Out of Facility Services
* Lab/Medications (charged cost to Provider)
* Pharmacy
* Speech Therapy, Occupational Therapy, Physical Therapy
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