Exhibit 10.12
** Indicates information which has been omitted and filed separately with the
SEC pursuant to a confidential treatment request. Asterisks appear on Exhibit D
of this agreement.
NETWORK ACCESS AGREEMENT
------------------------
This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and
between FOUNDATION HEALTH MEDICAL RESOURCE MANAGEMENT aka Reviewco, a California
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Corporation ("FHMRM") and ROCKPORT HEALTHCARE GROUP .INC. ("NETWORK"). The
-------------------------------
effective date of this Agreement is September 1, 1999.
RECITALS
A. NETWORK has entered into contractual arrangements with health care
providers including physicians, hospitals and other ancillary
providers ("Participating Providers") for the purposes of arranging
for the delivery of health care services required to be provided,
pursuant to the terms of applicable workers' compensation law, to
injured employees ("Occupational Medical Care") at NETWORK'S Contract
Charges.
B. FHMRM offers various workers' compensation services ("Occupational
Medical Management Services") to commercial insurance carriers, third
party administrators, self-insured Employers and other entities
obligated to pay for Occupational Medical Care rendered to employees
("Payors"), including but not limited to provider network access, xxxx
review, care management and practice management.
C. FHMRM desires to obtain unlimited access, on behalf of it and its
existing and future Payors, to NETWORK'S Participating Providers at
NETWORK'S Contract Charges.
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties agree as follows:
SECTION 1
DEFINITIONS
1.1 Billed Charges are charges made by a Participating Provider for
Occupational Medical Care.
1.2 Compensability or Compensable is the sole determination or recommendation
by Payor that an illness or injury has occurred as a result of an accident
arising out of and in the course of employment. Such a decision is made
pursuant to statutory and contractual provisions.
1.3 Contract Charges are charges for Occupational Medical Care paid to a
Participating Provider pursuant to the applicable Participating Provider
Agreement.
1.4 Covered Services means those Compensable Medically Necessary inpatient,
outpatient, ambulatory, diagnostic and ancillary Occupational Medical Care
services and supplies obtained for an Employee from a Participating
Provider in accordance with the terms of this Agreement.
1.5 Employee is a person for whom a Payor is obligated to arrange and pay for
Occupational Medical Care.
1.6 Fee Schedule is the list of codes, service descriptions and corresponding
dollar amounts, discounts or other pricing mechanisms allowed, mandated or
otherwise governed by the laws of the jurisdiction under which Occupational
Medical Care is rendered pursuant to this Agreement.
1.7 Health Care Facility means any entity licensed by the state in which it is
located to provide health care services, except for professional
corporations, real persons who are individually licensed to provide health
care services or partnerships of such persons.
1.8 Medically Necessary or Medical Necessity means those services or supplies
which, under the provisions of this Agreement are determined to be:
1
(A) Appropriate and necessary for the symptoms and diagnosis or treatment
of a condition, illness or injury; and
(B) Provided for the diagnosis or the direct care and treatment of the
condition, illness or injury; and
(C) In accordance with generally accepted standards of medical practice in
the organized medical community for the treatment of occupational
injuries and illnesses; and
(D) Not primarily for the convenience of the Employee or the Employee's
physician, Participating Provider or other health care service
provider.
1.9 Occupational Medical Care means all occupational health care services or
benefits provided to Employees pursuant to their workers' compensation
coverage with a Payor and applicable state and federal law .
1.10 Occupational Medical Management Services are those medical management
services which FHMRM provides to Payors including but not limited to
provider network access, xxxx review, care management and practice
management/anchor medical group.
1.11 Participating Providers means those hospitals, physicians, ancillary and
other providers that have or are governed by a Participating Provider
Agreement, which is in effect with NETWORK.
1.12 Participating Provider Agreement means the agreement between individual
Participating Providers and NETWORK.
1.13 Payor means a workers' compensation carrier or Employer that self-insures
its workers' compensation program (Self-Insured Employer) or an entity that
has been authorized to enter into a Payor Agreement with FHMRM by and on
behalf of a workers' compensation carrier or Self-Insured Employer. Payors
are obligated to make payment for Covered Services rendered by
Participating Providers pursuant to this Agreement.
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SECTION 2
RESPONSIBILITIES OF NETWORK
2.1 NETWORK shall develop and maintain Participating Provider Agreements with
Participating Providers for the provision of Occupational Medical Care to
Employees at Contract Charges. NETWORK'S Participating Provider network
shall be structured to provide Employees with reasonable access to
Participating Providers. In the event that FHMRM identifies a geographic
area in which Employees do not have reasonable access to Participating
Providers, NETWORK shall make its best efforts to obtain Participating
Providers in that area. NETWORK shall also use its best efforts to recruit
and credential providers identified by FHMRM as being otherwise necessary
or advantageous for the purposes of this Agreement. NETWORK shall notify
FHMRM in the event NETWORK is unsuccessful in obtaining a contract with a
provider in a geographic area identified by FHMRM or with a provider
otherwise identified by FHMRM within sixty (60) days of such FHMRM
identification. Such notification to include a description of the efforts
made and the reasons such efforts were not successful.
2.2 NETWORK warrants and represents that it is authorized, by relevant
Participating Provider Agreements or otherwise, to enter into this
Agreement to provide FHMRM and Payors access to Participating Providers for
the purpose of obtaining Occupational Medical Care for Employees. NETWORK
shall notify Participating Providers that Employees will access them for
Occupational Medical Care pursuant to the terms of this Agreement.
2.3 NETWORK warrants and represents that Participating Providers throughout the
term of their Participating Provider Agreement:
A) Will provide Covered Services to Employees:
(1) At the lesser of (a) Contract Charges, (b) Fee Schedule (or Usual
and Customary Charges as determined by FHMRM where a Covered
Service is not included in such a Fee Schedule), or (c) Billed
Charges.
(2) Pursuant to the terms of this Agreement, their Participating
Provider Agreement and applicable workers' compensation law and
in compliance with all applicable local, state and federal laws,
rules, regulations and institutional and professional standards
of care.
(3) In the same manner and in accordance with the same standards such
services are offered to all their patients without
differentiating or discriminating in the treatment or in the
quality of services delivered to Employees on the basis of race,
sex, age, religion, place of residence, health status or source
of payment.
B) Will (i) have and maintain in good standing all licenses,
certifications (including, in the case of physicians, Federal Drug
Enforcement Agency certification) and accreditations (including, in
the case of hospitals or other Health Care Facilities, accreditation
by the Joint Committee on Accreditation of Healthcare Organizations
("JCAHO") or the American Osteopathic Association (" AOA"), as the
case may be, or, in the case of rural hospitals, NETWORK shall provide
FHMRM with adequate proof of quality acceptable to FHMRM in lieu of
JCAHO or AOA accreditation) required under the laws and regulations of
the state(s) in which they provide health care services; and (ii) will
cease providing Covered Services for Employees immediately, or as soon
as is consistent with the health and safety of such Employees, upon
the lapse, suspension or revocation of any of such licenses,
certifications or accreditations.
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C) Will abide by and cooperate fully with the provisions of and all
recommendations rendered in connection with FHMRM's or a Payor's: (i)
Utilization/Care Management Program; (ii) Quality Improvement Program,
and (iii) Grievance Resolution Program.
D) Will, to the extent consistent with applicable federal or state law,
provide such medical and other records as may be required or requested
under FHMRM's or a Payor's Utilization/Care Management Program,
Quality Improvement Program or Grievance Resolution Program within
five (5) calendar days of written request.
E) Will maintain adequate medical records relating to the provision of
Occupational Medical Care in such form and containing such information
as is required by applicable state and federal law for the greater of
seven (7) years or the length of time required to maintain patient
medical records under applicable state and federal law, which
obligation shall not terminate upon the termination of this Agreement
or the applicable Participating Provider Agreement.
F) Will, consistent with principles of patient choice, applicable
workers' compensation law and without detriment to the quality or
continuity of an Employee's medical care, refer Employees to
Participating Providers for Covered Services.
G) Will, in the event an Employee is receiving Covered Services at the
time this Agreement or the applicable Participating Provider Agreement
terminates, continue to provide such services to the Employee for the
compensation specified in Section 2.3(A)(1) of this Agreement and
pursuant to all other terms and conditions of this Agreement and the
applicable Participating Provider Agreement until the later of
medically appropriate (a) completion of treatment; (b) in the case of
an inpatient facility, discharge of the Employee; or (c) assignment or
transfer of the Employee to another Participating Provider.
H) Will have and maintain professional liability insurance in the minimum
amounts of:
(1) For physicians and non-hospital Health Care Facilities, one
million dollars ($1,000,000.00) per occurrence and three million
dollars ($3,000,000.00) in the aggregate or, less if amounts that
are commensurate with state mandated limits,
(2) For hospitals, one million dollars ($1,000,000.00) per occurrence
and ten million dollars ($10,000,000.00) in the aggregate or, if
less amounts that are commensurate with state mandated limits;
and
(3) For other health care professionals, in amounts at least equal to
state mandated limits or, if no such limits, in such amounts as
are ordinarily maintained by similarly qualified professionals in
their community.
I) Will have and maintain general liability and such other types of
insurance in such amounts as are ordinarily maintained by similarly
qualified professionals in their community .
J) Will provide NETWORK with thirty (30) days prior written notice of any
cancellation or lapse in the insurance coverages specified in items
(H) and (I), above, or reduction of the amounts of such coverages
below the amounts specified therein.
K) Will, in the case of physicians whose designated specialty includes
the provision of Occupational Medical Care in a hospital setting, have
and maintain throughout the term of their Participating Provider
Agreement, active staff privileges in good standing with at least one
(1) Participating Provider hospital.
L) Will be and remain on the approved list of providers maintained by the
applicable workers' compensation commission, if such a list is
maintained in the state where the provider renders services.
M) Will notify NETWORK within five (5) business days of: (i) the
Participating Provider's failure to satisfy any of the requirements in
this Section 2.3; (ii) the commencement of any action against the
Participating Provider's
4
licenses, certifications or accreditations required hereunder; (iii)
the loss or restriction of the Participating Provider's license,
certifications or accreditations required hereunder; (iv) any final
action or sanction by a governmental unit or agency that restricts a
Participating Provider's ability to perform or render Covered
Services; (v) the commencement and final adjudication of any legal
action against the Participating Provider which alleges professional
malpractice or negligence; (vi) any complaint of an Employee alleging
substandard medical care.
2.4 NETWORK shall notify FHMRM immediately in writing upon: (i) having actual
or constructive knowledge of a Participating Provider's failure to meet any
of the requirements set forth in Section 2.3; (ii) NETWORK'S receipt of a
Participating Provider's notice to NETWORK required by Section 2.3; or
(iii) having actual or constructive knowledge that the conditions described
in Section 2.3(L) or 2.3(M) exist or of any other event or circumstance
which might materially interfere with, modify , or alter the performance of
any Participating Provider's duties or obligations under this Agreement or
the applicable Participating Provider Agreement.
2.5 NETWORK shall credential and recredential, at least every two (2) years,
Participating Providers in accordance with standards, criteria and
procedures approved by the American Accreditation HealthCare
Commission/URAC ("URAC") or by the National Committee on Quality Assurance
("NCQA"). NETWORK'S credentialing standards for Participating Providers are
attached hereto as Exhibit A and incorporated herein by reference. NETWORK
shall provide FHMRM with ninety (90) days advance written notice of any
material modification of such credentialing standards which notice shall
set forth the proposed modification and the effective date of such
modification. If such modification is not acceptable to FHMRM, FHMRM may,
in its sole discretion, terminate this Agreement as of the effective date
of such modification.
2.6 NETWORK has entered into Participating Provider Agreements with
Participating Providers which do not materially differ from the form of
Participating Provider Agreements attached hereto as Exhibits X-x
(physician), B-2 (hospital) and B-3 (ancillary and other providers) and
incorporated herein by reference. NETWORK shall give FHMRM ninety (90) days
prior written notice of any modification of the form of such Agreements
which materially affect the rights and liabilities of FHMRM and/or Payors
arising out of or in connection with this Agreement or Payors duty to
obtain and pay for Occupational Medical Care for Employees. Such notice
shall set forth the modification and the effective date of such
modification. If such modification is not acceptable to FHMRM, FHMRM may,
in its sole discretion, terminate this Agreement as of the effective date
of such modification.
2.7 NETWORK shall (i) immediately terminate a Participating Provider who fails
to satisfy the requirements of Section 2.3 of this Agreement or NETWORK's
credentialing standards as set forth in Exhibits A and provide FHMRM with
written notice of such termination within two (2) business days of such
action; and (iii) delete such providers name from the list of Participating
Providers as soon as administratively feasible within 10 days.
2.8 NETWORK shall provide, on a monthly basis or more frequently as reasonably
required by FHMRM, updated information in a mutually acceptable electronic
format regarding Participating Provider's Contract Charges, effective
dates, termination dates, current lists of Participating Providers,
including names, billing addresses, facility office addresses, telephone
numbers, tax identification numbers, and in the case of physicians, their
specialties, and any other relevant information known to NETWORK about the
Participating Providers.
NETWORK's compensation shall be reduced monthly by the error rate (total
number of Participating Providers record error(s) [any incorrect or missing
relevant provider information, including but not limited to taxpayer
identification number, address, name, contract rate and effective date]
divided by the total number of NETWORK Provider records submitted)
attributed to the Participating Provider data supplied if such error rate
exceeds five percent (5%).
2.9 NETWORK shall designate a person to resolve inquiries relating to
Participating Providers (e.g., clarification of Contract Charges and
effective dates of Participating Provider Agreements) and shall respond to
any such inquiry forwarded to such person within five (5) business days.
2.10 NETWORK warrants and represents that Participating Providers have
authorized NETWORK to permit, and NETWORK hereby permits FHMRM and Payors
to list the Participating Providers' names, addresses, telephone numbers
and specialties in a directory for use by Payors and Employees.
5
2.11 NETWORK shall monitor the quality of health care services provided by
NETWORK Providers in accordance with NETWORK's Quality Management Program
("Program"), as stated in Exhibit C, attached hereto and made a part
hereof. NETWORK shall provide FHMRM with ninety (90) days advance written
notice of any modification of the Program. Such notice shall set forth the
modification and its effective date. If such modification is not acceptable
to FHMRM, FHMRM may, in its sole discretion, terminate this Agreement as of
the effective date of such modification. In the event the standard or
quality of care furnished by a Participating Provider is found to be
unacceptable under the Program, NETWORK shall give written notice to FHMRM
and such Participating Provider setting forth the deficiency and direct the
Participating Provider to correct the specified deficiency within five (5)
days. NETWORK shall verify that Participating Provider corrects the
specified deficiency within such time and immediately notify FHMRM of the
same. If such deficiency is not corrected, such Participating Provider's
Participating Provider Agreement shall be immediately terminated.
2.12 NETWORK shall develop and maintain educational programs for Participating
Providers which shall include instruction on the components of FHMRM's
products (i.e., return-to-work program) and FHMRM's and Payors'
Utilization/Care Management Programs, Quality Improvement Programs or
Grievance Resolution Programs.
2.13 NETWORK shall comply with all applicable laws and regulations relating to
its services under this Agreement and will obtain and maintain any
necessary licenses and regulatory approvals.
2.14 NETWORK shall provide a list and updates of FHMRM Payors to Participating
Providers at least quarterly or earlier upon receipt of information from
FHMRM.
SECTION 3
RESPONSIBILITIES OF FHMRM
3.1 FHMRM sha1l offer to Payors access to Participating Providers at the lesser
of (i) Contract Charges, or (ii) Fee Schedule (or Usual and Customary
Charges as determined by FHMRM where charges for Covered Services are not
included in a Fee Schedule), or (iii) Billed Charges, or as otherwise
provided in the applicable Participating Provider Agreement.
3.2 FHMRM or Payor shall attach an "Explanation of Benefits" to each claim
explaining the pricing format and adjustments, clearly identifying the net
amount to be paid to a Participating Provider .
3.3 FHMRM shall provide to NETWORK quarterly, a list of Payors, which FHMRM has
contracted to provide access to Participating Providers.
3.4 FHMRM shall distribute promotional materials and encourage usage of
Participating Providers.
3.5 FHMRM shall assist NETWORK in establishing and updating, as appropriate, a
roster of targeted Providers.
3.6 Make all reasonable efforts to facilitate Payor's payment of bills for
Covered Services in a timely manner.
SECTION 4
COMPENSATION
4.1 FHMRM shall pay NETWORK compensation for access to Participating Providers
pursuant to this Agreement as stated in Exhibit D attached hereto and
incorporated herein by reference.
4.2 Either party may request renegotiations of the compensation specified in
Exhibit D on an annual basis. Such request shall be made in writing not
more than one hundred twenty (120) days and not less than ninety (90) days
prior to the anniversary date of this Agreement. The then current
compensation will remain in effect until new compensation has been agreed
upon in writing or this Agreement has been terminated.
6
4.3 Within forty-five (45) days after the end of each month, FHMRM shall remit
payment to NETWORK along with a statement ("Statement") detailing the basis
for the payment's calculation. The statement shall aggregate by Payor,
FHMRM's NETWORK Revenue as defined in Exhibit D.
4.4 NETWORK shall have ninety (90) days from receipt of the Statement to
contest its accuracy. Failure to contest the accuracy of the Statement
within such ninety (90) day period shall constitute a waiver of any claims
NETWORK may have against FHMRM for additional payments pursuant to this
Agreement. NETWORK shall reimburse FHMRM for any reasonable costs incurred
by FHMRM in the event that a contested Statement is subsequently deemed to
be materially accurate and complete.
SECTION 5
TERM AND TERMINATION
5.1 This Agreement shall be effective on the date set forth above and shall
continue for a term of one (1) year. This Agreement shall be continued
automatically for successive terms of one (1) year thereafter unless
earlier terminated as set forth herein.
5.2 This Agreement may be terminated without cause by giving the other party
one hundred eighty (180) days prior written notice of intent to terminate.
5.3 This Agreement may also be terminated:
(A) As of any other date mutually agreed to in writing by the parties
hereto,
(B) If either party materially defaults in the performance of a provision
of this Agreement and such default continues for a period of fifteen
(15) days after written notice is given to the defaulting party,
specifying the nature of the default and requesting that it be cured;
(C) If it is established that either party needs and has not secured a
license, governmental approval or exemption in accordance with
applicable laws or regulations in order to enter into or perform this
Agreement and if such party fails to secure such a license, approval
or exemption within a reasonable period of time after having been
advised that it needs to secure such license, approval or exemption;
(D) As of the date that any party determines in good faith that it will be
penalized by a state or federal court or agency or regulatory
authority for its continued performance under this Agreement;
(E) Upon issuance of an order to terminate this Agreement by any federal
or state regulatory agency;
(F) By FHMRM at FHMRM's sole discretion, in the event NETWORK fails to
comply with Section 2.7 of this Agreement;
(G) If either party shall be adjudged a bankrupt, become insolvent, have a
receiver of its assets or property appointed, make a general
assignment for the benefit of creditors, or institute or cause to be
instituted any procedure for reorganization or rearrangement of its
affairs;
(H) Immediately upon written notice in the event of discovery by either
party of the false representation or warranty made to the other party
pursuant to Section 10; or
(I) As otherwise provided in this Agreement.
5.4 Upon termination of this Agreement, each party shall complete those
services which were requested prior to the effective date of termination
until appropriate transfer of such services can be made at Contract
Charges. Notwithstanding the foregoing, upon termination of this Agreement,
Participating Providers will continue to provide Occupational Medical Care
to Employees as provided in Section 2.3(G).
7
5.5 Termination of this Agreement shall not terminate the rights or liabilities
of any party arising out of the period prior to the effective date of the
termination.
5.6 Upon termination of this Agreement for any reason, each party shall
immediately return and restore to the Protected Party, as defined below,
all things belonging to the Protected Party and all copies of documents and
other materials containing confidential information of the Protected Party
that are in the other party's possession or control.
SECTION 6
RELATIONSHIP OF PARTIES: INDEMNIFICATION: INSURANCE
6.1 Each of the parties is an independent contracting party and shall not be
considered an agent or employee of each other for purposes of this
Agreement.
6.2 Payors shall be responsible for payment for all Covered Services provided
pursuant to the terms of this Agreement. NETWORK understands and agrees
that FHMRM shall not be responsible for the provision of, or payment for,
any medical, indemnity, permanent disability and/or death benefits,
medical-legal expenses, vocational rehabilitation, legal and other
allocated expenses to which an Employee may be entitled. Moreover, NETWORK
acknowledges and agrees that Payors, and not FHMRM, retain the sole
responsibility for, and authority to make, all determinations regarding
Compensability with respect to Occupational Medical Care rendered to
Employees.
6.3 NETWORK acknowledges and agrees that neither FHMRM nor a Payor is
authorized to provide health care services and that nothing in this
Agreement shall be construed as granting a Payor or FHMRM the right to
engage in the practice of medicine. NETWORK further acknowledges and agrees
that Participating Providers shall be solely responsible for all clinical
decisions regarding the care of Employees, notwithstanding the receipt by
Participating Providers, whether in writing or otherwise, of any
information, recommendation authorization or denial of authorization
pursuant to a Utilization Management Program. NETWORK further acknowledges
and agrees that communications pursuant to a Utilization Management Program
shall be recommendations to Participating Providers and that nothing
contained in this Agreement shall interfere with or in any way alter any
Participating Provider-patient relationship and that Participating
Providers retain the sole responsibility for the care and treatment of
Employees.
6.4 Each party shall indemnify and hold the other harmless from and against any
and all claims, losses, liabilities, damages, costs, penalties, interest
and expenses, including reasonable attorney's fees arising from such
party's actions or omissions regarding its obligations under this
Agreement. Notwithstanding the foregoing provision, neither party shall be
liable to the other nor provide any indemnification protection whatsoever
regarding claims by Employees concerning the activities of Participating
Providers. This provision shall survive the termination of this Agreement.
6.5 Each party shall maintain in force and effect throughout the term of this
Agreement at its own expense, professional liability and other insurance
coverage in such amounts and with such carriers consistent with applicable
law and sufficient to ensure the ability to comply with the indemnification
provisions contained in this Agreement. Upon the request of any party, the
other party shall supply the requesting party with satisfactory evidence of
such coverage.
6.6 Nothing contained in this Agreement shall be construed to give any person
other than the parties hereto any legal or equitable right, remedy or
claim, under or with respect to this Agreement.
SECTION 7
CONFIDENTIALITY
7.1 The parties each acknowledge and agree that each has developed certain
trade secrets, client lists, software, knowledge, data, processes, plans,
procedures, manuals and techniques, other proprietary information,
including but not limited to confidential medical information obtained from
patients, physicians, nurses, clinics and hospitals; audit related
information; Payor Agreements; Participating Provider Agreements, except as
otherwise permissible in the Participating Provider Agreements, which may
include marketing and pricing information; and any information regarding
the relationships of the party with its Participating Providers, Payors or
clients (collectively "Confidential Information"). For purposes of this
Agreement, the party that has developed Confidential Information to which
the other has access is referred to as the "Protected Party ." Except with
the express written consent of the Protected Party,
8
or as provided herein, the other party shall not disclose to others or take
or use for such other party's own purposes or the purposes of others at any
time, any Confidential Information of the Protected Party not otherwise in
the public domain that may have been or may be obtained by the other party
by reason of its relationship with the Protected Party. Notwithstanding the
foregoing, the parties recognize that patients' medical records are
confidential and are not to be disclosed to third parties without the
consent of the relevant patient, unless otherwise permitted or required by
applicable law. This provision shall survive the termination of this
Agreement.
7.2 This Agreement shall not be construed to grant either party any licenses or
similar rights to Confidential Information disclosed or delivered to it by
the other party. Any breach by a receiving party of its obligation under
this Agreement would result in irreparable injury to the Protected Party.
In seeking enforcement of any of these obligations, the Protected party
will therefore be entitled (in addition to all other remedies) to seek
injunctive and other equitable relief to prevent or restrain the breach of
this Agreement. This provision shall survive the termination of this
Agreement.
SECTION 8
BOOKS AND RECORDS
8.1 FHMRM and NETWORK shall maintain such books and records, including but not
limited to, payment records, notices, accounting and administrative
records, as shall reasonably be required to accurately account for all
services, duties and obligations provided for pursuant to this Agreement
and any matters necessary for the proper administration of this Agreement.
Such books and records shall be maintained in accordance with the general
standards applicable to such books or record keeping and shall be
maintained for a term of at least seven (7) years, and such obligation
shall not terminate upon termination of this Agreement.
8.2 FHMRM and NETWORK shall have the mutual right to inspect, audit and copy,
upon no less than thirty (30) days prior written notice to the other party,
and during normal business hours or at such other times as may be agreed
upon, said relevant books and records as they pertain to this Agreement.
Such information shall be provided to each party hereto pursuant to
procedures designed to protect the confidentiality of patient health care
records in accordance with applicable legal requirements and recognized
standards of professional practice. This right shall continue to be
provided for a period of not less than five (5) years after the date of
discharge, end of the treatment, or end of FHMRM services, whichever is
later. This provision shall survive the termination of this Agreement.
SECTION 9
NOTICES
9.1 Any notice, request, demand or other communication required or permitted
hereunder shall be in writing and shall be delivered personally or sent
postage prepaid by certified mail, return receipt requested, or sent by
overnight delivery service to the respective address of the parties set
forth on the signature page, or such other address as may hereafter be
specified for any party by written notice. Such notice shall be treated as
being effective immediately if delivered personally, or three (3) days
after mailing by certified mail, or one (1) day after deposit with an
overnight delivery service.
SECTION 10
REPRESENTATIONS AND WARRANTIES
10.1 NETWORK warrants and represents that the transactions contemplated hereby
are (i) within the corporate powers of NETWORK; (ii) have been duly
authorized by all necessary corporate action of NETWORK; (iii) constitute
the legal, valid and binding obligation of NETWORK, enforceable against it
in accordance with its terms; and (iv) do not and will not conflict with or
result in a breach of any of the provisions of, or constitute a default
under the provisions of any law, regulation, licensing requirement, charter
provision, by-law or other instrument applicable to NETWORK or its
employees or to which NETWORK is a party or may be bound.
10.2 FHMRM warrants and represents that the transactions contemplated hereby are
(i) within the corporate powers of FHMRM; (ii) have been duly authorized by
all necessary corporate action of FHMRM; (iii) constitute the legal, valid
and binding obligation of FHMRM, enforceable against it in accordance with
its terms; and (iv) do not and will not
9
conflict with or result in a breach of any of the provisions of, or
constitute a default under the provisions of any law, regulation, licensing
requirement, charter provision, by-law or other instrument applicable to
FHMRM or its employees or to which FHMRM is a party or may be bound.
SECTION 11
MISCELLANEOUS
11.1 This Agreement does not preclude FHMRM from entering into agreements with
health care providers directly or indirectly.
11.2 This Agreement (including all attachments incorporated by reference and
attached hereto) constitutes the entire Agreement among the parties and
supersedes any and all agreements, either verbal or written, among the
parties with respect to the subject matter hereof.
11.3 No modification, amendment or alteration of this Agreement shall be
effective unless made in writing and signed by all the parties to this
Agreement.
11.4 This Agreement shall not be assigned or transferred (whether by merger,
consolidation, sale of assets, or otherwise) by any party without the prior
written consent of the other party, provided however, that FHMRM shall be
permitted to automatically assign or transfer its rights and obligations
under this Agreement to any subsidiary, affiliate, or successor of FHMRM.
Any purported assignment in violation of this provision shall be
ineffective for all purposes.
11.5 The waiver of any breach of any provision of this Agreement shall not be
deemed to be a waiver of any subsequent breach or of any other provision of
this Agreement. Any such waiver shall also not be construed to be a
modification of the terms of this Agreement.
11.6 Any provision of this Agreement which is in conflict with the statutes,
local law or regulations of the state in which services are provided, is
hereby amended to conform to the minimum requirements of such statutes.
11.7 The parties agree to meet and confer in good faith to resolve any problems
or disputes that may arise under this Agreement. Such negotiation shall be
a condition precedent to the filing of any arbitration demand by either
party. The parties agree that any controversy or claim arising out of or
relating to this Agreement (and any previous agreement between the parties
if this Agreement supersedes such prior agreement) or the breach thereof,
whether involving a claim in tort, contract or otherwise, shall be settled
by final and binding arbitration in accordance with the provisions of the
California Arbitration Act (California Code of Civil Procedure Sections
1280, et seq.). The parties waive their right to a jury or court trial.
A single, neutral arbitrator who is licensed to practice law shall conduct
the arbitration in Los Angeles. The complaining party serving a written
demand for arbitration upon the other party initiates these arbitration
proceedings. The written demand shall contain a detailed statement of the
matter and facts supporting the demand and include copies of all related
documents. FHMRM shall provide NETWORK with a list of three neutral
arbitrators from which NETWORK shall select its choice of arbitrator for
the arbitration. Each party shall have the right to take the deposition of
one individual and any expert witness designated by another party. At least
thirty (30) days before the arbitration, the parties must exchange lists of
witnesses, including any experts and copies of all exhibits to be used at
the arbitration. Arbitration must be initiated within six months after the
alleged controversy or claim occurred by submitting a written demand to the
other party .The failure to initiate arbitration within that period
constitutes an absolute bar to the institution of any proceedings.
Judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction. The decision of the arbitrator shall be final
and binding. The arbitrator shall have no authority to make material errors
of law or to award punitive damages or to add to, modify or refuse to
enforce any agreements between the parties. The arbitrator shall make
findings of fact and conclusions of law and shall have no authority to make
any award, which could not have been made by a court of law. The prevailing
party, or substantially prevailing party's costs of arbitration, is to be
borne by the other party, including reasonable attorneys' fees.
10
11.8 If any provision of this Agreement is rendered invalid or unenforceable by
any local, State, or federal law, rule or regulation, or declared null and
void by any court of competent jurisdiction, the remainder of this
Agreement shall remain in full force and effect.
11.9 This Agreement shall be governed by and construed in accordance with the
laws of the State of California, except to the extent pre-empted by Federal
law.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective officers duly authorized to do so and bind each organization to
the terms and conditions of this Agreement effective as of the day first above
written.
FMHRM NETWORK:
FOUNDATION HEALTH MEDICAL Rockport Healthcare Group Inc.
RESOURCE MANAGEMENT
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxx
-------------------- ---------------------------------
Xxxxxx X. Xxxxxx Xxxxx X. Xxxx
Its:__President______________________ Its:_ President
-------------------- ---------------------------------
Address: Address:
------------------------------------ ------------------------------------
------------------------------------ ------------------------------------
11
EXHIBIT "A"
NETWORK CREDENTIALING CRITERIA
PURPOSE
The purpose of the credentialing program of Foundation Health Medical Resource
Management ("FHMRM") is to provide injured or ill workers with access to
qualified health care providers. To determine a provider's qualifications,
FHMRM will verify the education, training and experience of providers through
the establishment of a program of credentials review.
SCOPE OF PROGRAM
This policy applies to all health care providers both primary and ancillary
licensed by the state they practice within.
DISCLAIMER
FHMRM will not discriminate in terms of participation, adjudication, or
indemnification, against any healthcare professional who is acting within the
scope of his or her license or certification under the state law. Only licensed
and qualified providers who meet FHMRM's standards and participation
requirements are accepted or retained in the provider network. The
credentialing process is administered by FHMRM or by entities delegated by FHMRM
that agree to credential providers in accordance with FHMRM criteria.
CONFIDENTIALITY
FHMRM recognizes the confidential nature of the information obtained during the
credentialing program and will take all necessary precautions to protect the
privacy of the provider. Only FHMRM employees, agents or representatives with a
need to know, as determined by FHMRM, will have access to confidential
documentation and will conduct business in a professional and confidential
manner.
ORGANIZATION
The FHMRM Credentialing Program is developed, maintained and directed by two
independent bodies:
- The Credentialing Department, whose responsibilities include all
administrative credentialing processes, and
- The Credentialing Committee, as the decision-making body of the program.
CREDENTIALING DEPARTMENT
The Credentialing Department consists of credentialing staff who are
knowledgeable about the principles and procedures of health care credentialing.
The staff is trained in the credentialing process and mandatory attendance for
training programs is documented. A well-trained staff must process
credentialing applications in a timely manner.
CREDENTIALING COMMITTEE
FHMRM has established a Credentialing Committee that:
- has designated authority from corporate management to conduct the
credentialing program;
- is accountable to corporate management for the credentialing program;
- includes health care providers;
- meets as often as necessary to discuss whether providers are meeting
standards of care acceptable to the Credentialing Committee, and to approve
or deny the participation of providers;
- maintains minutes of all Credentialing Committee meeting including actions
on health care providers who have been accepted or denied Network
participation, or whose applications are still pending;
- evaluates and reports, at least annually, on the overall effectiveness of
the credentialing program; and
- annually reviews and approves policies and procedures relevant to
credentialing.
12
The Credentialing Committee meets, at minimum, once every three (3) weeks to
review new provider applications and discuss any other outstanding provider
applications. A quorum for the meeting will be seventy-five percent (75%) of
its designated membership. Decisions will be made by a simple majority vote of
those present. The Credentialing Committee must consist of, at a minimum, five
(5) members (and be an odd number) and contain representatives from the
following departments:
- quality management department (one or more representative);
- network management department; and
- utilization management department.
One member of the Credentialing Committee is a health care provider who acts as
Medical Director. The Medical Director is responsible for:
- the clinical aspects of the credentialing program; and
- interfacing and communicating with health care providers regarding
credentialing and recredentialing issues and problems.
The Credentialing Committee is responsible for devising a mechanism to access
various specialists for consultations as needed to complete the review of a
health care provider.
STANDARDS OF PARTICIPATION
Health Care Providers are required to comply with the following requirements as
applicable to the provider's specialty while contracted by FHMRM:
- Complete a FHMRM approved application;
- Answer all confidential questions and provide written explanation for the
following:
- Illegal drug use;
- History of loss of license and felony convictions;
- History of loss of limitation of privileges or disciplinary activity;
- Attestation by the provider of the correctness and completeness of the
application; and
- The provider's ability to perform all essential functions of the
position with or without accommodations and provide explanation in
writing if unable to do so;
- Possess a current license or certification to practice issued by the state;
- Posses adequate and appropriate education and training for the services the
provider is contracted to provide;
- Possess a current DEA certificate as applicable;
- Provide work history for previous five years;
- Allow the FHMRM to investigate professional liability claims history which
may have resulted in settlements or judgments paid by or on behalf of the
provider for the last five years;
- Absence of Medicare/Medicaid sanctions;
- Be free of felony convictions;
- Be free of criminal convictions for the previous 10 years that involve
implications of violence, non-consensual touching such as sexual abuse or
battery, or financial impropriety; and
- Dedicate a minimum of thirty-five percent (35%) of their practice to
workers' compensation business of primary treating providers and on a case
by case basis for specialists.
Providers who deviate from the standards below will be investigated to determine
whether to grant participation to the network. Providers who fail to
participate in such investigations or fail to meet the following standards will
be denied admittance.
APPLICATION FOR NETWORK PARTICIPATION
Health care providers wishing to become network participants to provide services
to injured or ill workers are required to complete a credentialing application.
Incomplete applications will be returned to the provider for completion.
Completed applications will be forwarded to the Credentialing Department for
review.
The credentialing application and supporting documentation are confidential
materials and are to be handled in a professional and sensitive manner. Any
staff member who breaches the confidentiality of the credentialing program could
be subject to disciplinary action.
13
The application will request the following information and documentation:
- Personal information including full legal name, date of birth, social
security number and gender;
- Practice information to include:
- Federal Tax Identification Number;
- Primary office address; and
- Access and availability information, including office hours and
coverage protocols;
- Education, training, work history during the past five years or since last
credentialed, and board certification, if applicable;
- Professional and hospital affiliations;
- State licensure, specialty certification, DEA registration, and state
controlled substance license, if applicable;
- Professional liability insurance information;
- Professional liability claims history;
- History of all sanctions, including penalties levied by hospitals,
licensing boards, government entities and other managed care organizations;
- Disclosure of any physical, mental, or substance abuse problem(s) that
would impede the provider's ability to provide care according to accepted
standards of professional performance or pose a threat to the health and
safety of patients; and
- Statement of completeness, veracity and release of information waiver,
signed and dated by the provider.
Verification timelines are applicable for all practitioners.
VERIFICATION SOURCE TABLES
------------------------------------------------------------------------------------------------------------
DOCTOR OF MEDICINE (MD) AND DOCTOR OF OSTEOPATHY (DO) PRIMARY SOURCE VERIFICATION
------------------------------------------------------------------------------------------------------------
Items Requiring Sources of Verification Methods of Verification Evidence of Cred Recred
Verification for (who verified with: (how verified: copy of Verification
Credentialing agency name, document, oral
and organization, etc.) Oral/Written, etc.)
Recredentialing
---------------- ------------------------ -------------------------- ---------------------- ---- ------
License, Medical Board of For MDs, screen print Document in file/or Cred Recred
Sanctions and California (MBOC) MBOC website MBOC binder. Oral/written
Limitations on Hot Sheet reviewed verification from
Licensure Osteopathic Medical monthly. For DOs, OMBC in file NPDB-
Board of California oral/written verification Written, evidenced
(OBMC) from OMBC Screen print by: Batch number,
out electronic query of Received date, Staff
National Practitioner NPDB member initials, Date
Data Bank (NPDB)
---------------- ------------------------ -------------------------- ---------------------- ---- ------
Hospital Hospital Medical Staff Oral/written verification Oral/written Cred Recred
privileges Office or Practitioner from hospital medical verification from
staff office hospital medical staff
office in file
---------------- ------------------------ -------------------------- ---------------------- ---- ------
PRIMARY SOURCE VERIFICATION
Primary source verification is information provided by the issuing entity. The
following will be verified using primary source verification methods;
- Current valid license to practice medicine; and
- Hospital privileges, if applicable.
SECONDARY VERIFICATION
Secondary verification includes copies of information requested, reports or
verifications from sources other than the issuing entity:
14
- Medical and professional education and training;
- Board certification(s);
- Professional liability history during the last five years;
- DEA Registration Certificate and state controlled substance license, if
applicable;
- Professional liability insurance coverage;
- Disciplinary actions taken under state or federal regulation; and
- Work history during the past five years.
The Credentialing Department will periodically audit secondary verification via
random phone calls to the issuing entities of ten percent (10%) of provider
applicants.
PODIATRIC VERIFICATION FOR BOARD CERTIFICATION
Board certification for podiatrists will be recognized and verified through the
American Board of Podiatric Surgery, 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX
00000-0000, (000) 000-0000.
CHIROPRACTIC VERIFICATION FOR DISCIPLINARY ACTIONS
Verification of disciplinary actions for chiropractic providers will be
completed through. The Chiropractic Information Network/Board Action Databank
or CIN-BAD, a project of the Federation of Chiropractic Licensing Boards.
--------------------------------------------------------------------------------
Procedure Responsible
Party/Timeframe
--------------------------------------------------------------------------------
1. A Physician Provider Contract
Application Form will be Negotiator
sent to the Physician in
conjunction with the
Provider Contract.
--------------------------------------------------------------------------------
2. The Physician Provider Provider
Application Form will be
completed by provider and
returned along with copies
of the required
substantiating information.
--------------------------------------------------------------------------------
3. The Physician Provider Contract
Application Form will be Negotiator
reviewed for completeness.
Follow up for any missing
or incomplete items will be
initiated. Completed
Physician Provider
Applications and the signed
Contract will be forwarded onto the Credentialing
Department for additional
review.
--------------------------------------------------------------------------------
4. The application information Credentialing
is confirmed through Department/ up to 30
primary or secondary days
source verification. All sources
must include the date the
information was verified.
--------------------------------------------------------------------------------
5. The Credentialing Credentialing
Department will prepare a Department/ up to 60
roster of providers who are days
non-compliant with EOS
standards for participation
(outlining criteria failures
for each such provider). For
providers reporting (or for
whom the primary
verification process reflects)
current or prior 'adverse
actions, Credentialing
staff members conduct an
investigation and prepare
individual case summaries
outlining the nature of the
adverse action(s), including
supporting documentation.
--------------------------------------------------------------------------------
6. For providers reporting (or Credentialing
for whom the primary Department/ up to 30
verification process reflects) days
a health condition/impairment or
current/past chemical
dependency or substance
abuse, credentialing
Department will collect
health status and prepare
individual case summaries outlining
the nature of the
condition/impairment(s),
including supporting documentation.
--------------------------------------------------------------------------------
7. The complete Physician Credentialing
Provider Applications Form Committee/ up to 6
will be reviewed and weeks
approved by the Credentialing Committee.
--------------------------------------------------------------------------------
8. Approved Physician Credentialing
Provider Applications Department/ 1 day
Forms and Contracts will be
returned to Network
Development for final
preparations to forward
completed material onto Data
Management for provider
record configuration.
--------------------------------------------------------------------------------
9. The Credentialing Committee reviews the Credentialing
roster and approves administrative Committee/ up to 6
denials of network participation weeks
for non-compliant providers.
--------------------------------------------------------------------------------
15
PROCEDURE (CONTINUED):
--------------------------------------------------------------------------------
Responsible
Party/Timeframe
--------------------------------------------------------------------------------
10. The Credentialing Credentialing
Committee conducts a peer Committee/up to 6
review process for providers weeks, 2 mos if
with noted adverse actions. additional info needed
The Committee determines
whether the provider
should be admitted without
restriction, admitted with
Medical Director oversight, or denied
admission. The Committee
may decide to request
further information from the
provider or others with
knowledge of the matter(s)
prior to rendering a decision
on the application.
--------------------------------------------------------------------------------
11. The Credentialing Committee conducts a peer Credentialing
review process for providers for Committee
whom a health status issue
has been noted. For each
such provider the Committee determines
whether, in light of the
information collected
concerning the provider's
health status, the provider is
able to perform the essential
functions of a provider in the same area of
practice without causing a
threat to the health or safety
of patients. The Committee
may recommend that the provider should be
admitted to participation in
the network without restriction,
admitted with oversight or denied admission.
--------------------------------------------------------------------------------
12. Provider is notified of the Credentialing Credentialing
Committee's action approving or Department/ up to 2
denying provider's weeks
admission to the network in
writing. Providers denied
admission are notified in
writing of the action and its
supporting rationale. If
the denial is based on a
health status/quality of
care/medical disciplinary
cause or reason, the
provider is afforded fair
hearing rights.Administrative denials
(i.e., denials for failure to remedy a deficient
application; denials for network
adequacy or other non- quality
related business reasons) do
not trigger hearing rights.
--------------------------------------------------------------------------------
DEFINITIONS
Adverse actions are defined as:
- Criminal indictments or convictions;
- Licensure action taken by, or an 805 Report filed with any state;
- Any reduction, suspension, termination or revocation of hospital staff
privileges;
- Any professional liability settlement above fifty thousand dollars
($50,000) within the last (5) years;
- An aggregate of cases which the total settlement is one hundred thousand
dollars ($100,000) or more all within the last 10 years;
- Reportable actions to the National Provider Data Bank;
- Any reported Medicare sanction activity by the Health Care Financing
Administration; - Any reported Medicaid sanction activity by the Department
of Health Services; or - A pattern or trend (2 or more) actions or
complaints filed against a provider over a ten (10) year period.
A serious complaint is defined as any complaint against a physician who
indicates a failure to comply with the professional and ethical standards
applicable to such provider.
A series of complaints is defined as three similar complaints within one year,
regardless of their severity, which may indicate a pattern of conduct that fails
to comply with the professional and ethical standards applicable to such
provider.
Substantial variance or discrepancy includes reports of a provider's malpractice
claims history, actions taken against a provider's license/certificate,
suspension or termination of hospital privileges or board certification
expiration, or other omission that have not been self-reported on the provider's
application form.
INVESTIGATION
The Credentialing Department will investigate and make a decision within six
weeks of all adverse actions, serious complaints, series of complaints or
substantial variance against contracted providers and provider providers by
issuing a letter of inquiry regarding the matter to the provider, contracting,
IPA, medical group or facility.
16
Provider will be notified in writing, via letter or fax, when information
obtained by primary sources varies substantially from information provided on
the provider's application. Providers will be notified of the discrepancy at
the time of primary source verification via certified mail. Sources will not be
revealed if information obtained is not intended for verification of
credentialing elements or is protected form disclosure by law.
If a provider believes that erroneous information has been supplied by primary
sources, the provider may submit written notification to the Credentialing
Department. Providers must submit a written notice (via letter or fax) along
with a detailed explanation to the Manager of Credentialing. Notification to
EOS must occur within 48 hours of notification to the provider of a discrepancy
or within 24 hours of a provider's review of the credentials file as provided
above.
Upon receipt of notification from the provider, the Credentialing Department
will re-verify the primary source information in dispute. If the primary source
information has changed, correction will be made immediately to the provider's
credentials file. The provider will be notified in writing, via certified
letter, that the corrections has been made to the credentials file.
If, upon re-review, primary source information remains inconsistent with
provider's notification, the Credentialing Department shall notify the provider
via letter or fax. The provider may then provide proof of correction by the
primary source body to the Credentialing Department via certified letter within
10 working days. The Credentialing Department will re-verify primary source
information if such documentation is provided. If, after 10 working days,
primary source information remains in dispute, the provider will be subject to
action up to administrative denial/termination.
A summary of the Credentialing Department's findings will be put in the
provider's credentialing file. The file will be forwarded to the Credentialing
Committee for review at its next regularly scheduled meeting.
CREDENTIALING COMMITTEE REVIEW
The Credentialing Committee reviews and thoroughly discusses each investigated
file to determine the appropriate course of action. The Credentialing Committee
may recommend one of the following actions.
- Refer back to the Credentialing Department to obtain additional
information;
- Allow the provider to become or remain a provider without restriction;
- Impose restrictions on the participation of a provider;
- Deny or reject a provider's application; or
- Terminate or revoke a provider's participation in the network for any
provider with restrictions imposed on their license to practice medicine.
If the additional information is required, the Credentialing Department will act
within sixty (60) days, according to the Credentialing Committee's instructions.
After the new information is received, the case file will be reconsidered at the
next regularly scheduled Credentialing Committee meeting.
NOTICE OF DETERMINATION TO PROVIDER
The Credentialing Committee Chair will notify the provider of the Committee's
determination. Written notification (sent via certified mail/return receipt
requested) to the provider concerning any of the above actions includes the
following information:
- The final proposed action; and
- Notice that the provider has a right to appeal the final propossed action
in writing, within 30 calendar days from the date of the written
notification.
SUMMARY SUSPENSION
If the Credentialing Department is informed of a situation which, if correctly
reported, may create an imminent danger to the health or safety of any injured
worker, the Committee Chair or Medical Director, will investigate the matter and
take immediate action to protect injured workers. To the extent feasible, such
action shall be taken in consultation with the affiliated IPA or Medical Group
Medical Director(s), if any.
17
The Credentialing Committee Chair or Medical Director may summarily suspend the
provider and/or convene a special meeting of the Credentialing Committee to
determine what further actions, if any, should be taken. If a decision is made
to suspend the provider pending further investigation and Credentialing
Committee action, the provider and the Medical Director(s) of the affiliated IPA
or Medical Group are notified in writing as outlined above. Notification shall
be sent via overnight mail within 24 hours of the decision.
Appropriate departments within FHMRM are also notified in order to update the
change of status in the system.
POLICY STATEMENT
Practitioner whose participation in FHMRM's provider network has been denied,
reduced, suspended, or terminated for quality of care/medical disciplinary
causes or reasons shall be provided notice by certified mail and opportunity for
a hearing in accordance with this policy.
PURPOSE
The purpose of this policy is to provide due process to practitioners whose
participation in FHMRM's provider network has been adversely affected by a
Credentialing Committee peer review decision based on a quality of care/medical
disciplinary causes or reasons.
SCOPE
This policy applies to all physicians (MDs, DOs); podiatrist (DPMs);
chiropractors (DCs); and such other practitioners authorized by law to deliver
health care services in outpatient independent practice settings as EOS may,
from time to time, add to its provider network.
PROCEDURE
Grounds for a Hearing. Whenever the Credentialing Committee, after
investigation and on the basis of a quality of care/medical disciplinary
cause or reason, votes to take one of the actions listed below; the
practitioner, subject to that action, shall be entitled to notice of such
action prior to its finalization ("Notice of Proposed Action") and request
a hearing in accordance with the terms of this policy/procedure; such
procedural rights are limited to Credentialing Committee decisions to:
- deny or terminate the practitioner's participation in FHMRM'S provider
network;
- suspend or reduce practitioner's network participation privileges for
more than thirty (30) days in any twelve month period; or
- summarily suspend practitioner for more than fourteen (14) consecutive
calendar days.
Notice of Final Proposed Action. The written Notice of Final Proposed
Action ("the Notice") provided to practitioner shall include all of the
following information:
- That an action against the practitioner has been proposed by the
Credentialing Committee, which, if adopted, shall be taken as may be
required by law or warranted by the circumstances to protect the
health and safety of patients.
18
EXHIBIT "B-1"
PHYSICIAN AGREEMENT
This Physician Agreement ("Agreement"), is entered into by and between Rockport
Healthcare Group, Inc., a Delaware Corporation ("RHG"), its subsidiaries
Rockport Community Network, Inc. (a preferred provider organization for
occupational injuries and illness), Xxxxxx Healthcare Network, Inc. LLC (a
preferred provider organization for group and individual health and personal
injury protection), and Rockport Preferred, Inc. (a medical savings card) and
_______________________________("Physician"), and will become effective as of
the date the Agreement is executed by RHG.
WHEREAS, RHG is engaged in the business of developing and acting in an
administrative capacity in providing individual and group accident and health;
occupational injury and illness; personal injury protection; and Medical Access
Savings Card provider networks that offer a new integrated continuum of
healthcare services.
WHEREAS, Physician desires to provide medical care services to "Qualified
Participants" who are covered by Payor Agreements at the rates in Exhibit B; and
WHEREAS, RHG has entered into Agreements with one or more insurance carriers,
self insured groups, third party administrators and xxxx review/cost containment
companies to provide for medical service for employers.
NOW, THEREFORE, in consideration of the premises, the mutual promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, it is mutually agreed as follows:
I. DEFINITIONS
When used in this Agreement and unless the content otherwise clearly requires,
the following words and terms shall mean:
I.1 "Physician" means a licensed Medical Doctor or Doctor of Osteopathic
---------
Medicine, or group of same who desire to become a Member Provider with RHG.
I.2 "Qualified Participant" means: (a) an employee, member and/or dependent of
----------------------
an RHG payor/client who is eligible to receive certain healthcare benefits under
an individual or group accident and health benefit plan, personal injury
protection plan, or any other insurance program; (b) a person who presents with
authorization from the Employer prior to the initiation of treatment that the
worker is currently employed and that the presenting problem was work related,
either in writing or by telephone; and (c) individuals and/or families eligible
to receive contracted rates as described in Exhibit B by virtue of their
verified participation in the Medical Access Savings Card Program, which is
neither an insurance or benefit plan.
I.3 "Payor" means an individual, organization, firm or governmental entity,
-----
including but not limited to an employer, self-insured employer, employer
coalition, health insurance purchasing cooperative, insurer, third party
administrator, or a Qualified Participant in a Medical Access Savings Card
Program. These Payors have entered into a Payor Agreement with RHG for the
provision of healthcare services to Qualified Participants and have agreed to
pay for such services, pursuant to such Payor Agreement.
I.4 "Payor Agreement" means the agreement between RHG and a Payor, which is
----------------
made before, on or after the effective date of this Agreement and which
expresses the agreed upon contractual rights and obligations of the parties.
I.5 "Member Provider" means any physician; physician group; hospital; surgery
----------------
center; diagnostic imaging center; laboratory; clinic; chiropractor; dentist;
podiatrist; psychologist; social worker; physical, occupational and speech
therapist; etc. licensed or certified to practice a healthcare profession or
licensed as a facility to offer healthcare services, in the state where services
are rendered, who has met the credentialing requirements of RHG, and who has
been accepted by RHG as a Member Provider and who has executed a contract with
RHG.
I.6 "Primary Care Physician" means a Member Provider who has met the
------------------------
credentialing requirements of RHG to be a Primary Care Physician and is
designated by RHG as a Primary Care Physician.
19
I.7 "Specialist Physician" means a Member Provider who has met the
---------------------
credentialing requirements of RHG to be a Specialist Physician, and to whom
Primary Care Physicians may refer for necessary and authorized care other than
primary care services.
I.8 "Occupational/Industrial Medical Clinics" means primary medical clinics
-----------------------------------------
that specialize in work related injuries and illnesses.
I.9 "Emergency" means those health care services that are provided in a hospital
---------
emergency facility after the sudden onset of a medical condition manifesting
itself by symptoms of sufficient severity, including severe pain, such that the
absence of immediate medical attention could reasonably be expected by a prudent
layperson possessing an average knowledge of health and medicine, to result in:
(i) placing the Qualified Participant's health in serious jeopardy; (ii) serious
impairment to bodily functions; or (iii) serious dysfunction of any bodily organ
or part. To the maximum extent permitted by law, the determination of whether an
Emergency existed at the time covered services were provided shall be made
exclusively by Payor.
I.10 "Covered Services" are those healthcare and health-related services as
-----------------
defined by each individual benefit plan and state and/or federal rules and
regulations. RHG will communicate Payor specific Covered Services to each
Member Provider. Services covered under the Medical Access Savings Card Program
are not subject to this definition.
I.11 "Utilization Review and Quality Assurance Program" means the program or
---------------------------------------------------
programs, applicable to the Payor, with the exception of Utilization Programs
for Qualified Participants in the Medical Access Savings Card Program, as
amended from time to time, through which appropriate, cost-effective utilization
of health resources is sought and utilization and practice patterns are
monitored in order to identify and, as appropriate, to correct deviations from
established norms. Medical necessity and medically necessary determinations are
established and administered by the Payor or the Payor's designee, in accordance
with Exhibit A, with the exception of Qualified Participants in the Medical
Access Savings Card Program.
I.12 "Xxxx and/or Claim Form" means a HCFA 1500 and/or UB 92 used for billing
------------------------
for all services with regard to Accident and Health, Personal Injury Protection,
and Occupational Injury and Illness Plans. For services rendered to Qualified
Participants of the Medical Access Savings Card Program, Member Provider can and
should make payment arrangements prior to the delivery of care with the patient
or responsible party. Services provided in connection with the use of the
Medical Access Savings Card must be documented by a receipt that the Qualified
Participant may use for tax purposes or in conjunction with other coverage.
Member Provider can pursue collection efforts directly with these Qualified
Participants if necessary. All others will be paid, when appropriate, only
after submission of a complete and accurate claim or xxxx.
II. PHYSICIAN SERVICES REQUIREMENTS
II.1 Occupational Injuries and Illnesses/Work Related Injuries and Illnesses.
-------------------------------------------------------------------------
Physician agrees to comply with his or her state rules, regulations and
administrative procedures and any if applicable federal rules and regulations
involving work related injuries and illnesses.
RHG does not establish clinical medicine guidelines, protocols or apply the to
national, state or local medical practice standards. RHG expects the
physician's clinical practice to mirror the accepted clinical practice standards
in the community in which she or he practices.
There are administrative pathways that enable the injured or ill employee to go
back to work as quickly as possible and when medically appropriate, among these
are i.) completion of the First Injury Report and Work Status Reports in a
timely manner or in accordance with state rules and regulations ii.) If referral
is necessary, best effort to refer and receive an appointment within forty
eight (48) work day hours following the initial visit. iii.) cooperate with
employers' transitional work programs and communicate on-going status of the
employee.
20
II.2 Services. Physician agrees to provide or arrange for all medically
--------
necessary health care for Qualified Participants who seek care from Physician.
Physician agrees to perform such services with the same standard of care, skill
and diligence which is customarily used by Physicians in the community in which
such services are rendered. Physician agrees that it is his/her sole
responsibility to verify that the individual presenting for care is a Qualified
Participant. Physician agrees to render healthcare services to Qualified
Participants in the same manner, in accordance with the same standards, and with
the same time availability as offered to Physician's other patients. Physician
shall ensure that services provided are consistent with RHG's programs, policies
and procedures and the applicable Accident and Health, Personal Injury
Protection, Occupational Injury and Illness, Medical Access Savings Card
programs and plans. Physician agrees to comply with and be bound by all Benefit
Plan Designs, State/Federal rules and regulations, Utilization Review and
Quality Assurance Programs.
II.3 Non-Discrimination. Physician shall not differentiate or discriminate in
------------------
the treatment of his/her patients as to the quality of services delivered to
Qualified Participants because of race, sex, age, religion, national origin,
place of residence, source of payment or health status. Physician shall
observe, protect and promote the rights of Qualified Participants as patients.
II.4 Covering Physician.
-------------------
Physician agrees to devote such time as is necessary to the performance of
his/her obligations under this Agreement, including maintaining reasonable
office hours. Physician agrees to maintain accessibility either personally or
by covering arrangements with another Member Provider of like specialty or other
qualified physician approved by RHG, on a twenty-four (24) hour-per-day, seven
(7) day-per-week basis. Physician shall ensure that such Member Provider or
other physician shall comply with RHG's and each Payors Utilization Review and
Quality Assurance Programs and will comply with Article IV of this Agreement.
II.5 Referrals. Except in a medical emergency or when authorized by RHG or its
---------
designated representative, Physician agrees to refer Qualified Participants only
to other Member Providers, as defined in I.5, when medically necessary and
appropriate. All referrals must be in accordance with the applicable Utilization
Review and Quality Assurance Program unless specifically directed by RHG. In
addition, Physician agrees to use RHG's or the applicable Payors pharmaceutical
formularies, if any, when prescribing medications for Qualified Participants.
II.6 Reports. For each encounter where Physician provides services to a
-------
Qualified Participant, Physician shall report such encounter on an appropriate
form and shall include statistical, descriptive medical and patient data and
identifying information, if and to the extent that reports are specified by RHG
or its designated representative.
II.7 Professional Requirements.
--------------------------
II.7.1 Licenses. Physician shall be duly licensed to practice medicine in the
--------
state where care is rendered and hold such other licenses, certifications,
registrations, permits and approvals as are required for the lawful conduct of
Physician's practice. Evidence of such current licensing and/or certifications
shall be submitted promptly to RHG when data changes or renewal occurs and upon
request. Physician will have, where appropriate, a current narcotics number
issued by the appropriate authority, currently the United States Drug
Enforcement Administration ("DEA") and/or various State Controlled Substance
Registration Authorities.
II.7.2 Medical Staff Privileges. Certain medical specialties may not require
--------------------------
hospital privileges such as Industrial and Occupational Medicine, Pathology,
Dermatology, Allergy, etc. Where appropriate, Physicians must maintain active,
unrestricted staff privileges with at least one RHG Member Provider hospital or
Surgery Center. Physician hereby consents to disclosure by such facility to RHG
of all data collected with respect to Physician in connection with Physician's
medical staff membership, including without limitation all applications for
staff privileges and any renewals thereof.
II.7.3 Organization's Requirements. Physician shall comply with and be bound by
---------------------------
RHG's criteria for provider participation, including RHG's administrative
policies and procedures, as adopted and amended from time to time by RHG.
Physician shall cooperate with RHG's periodic evaluation of professional
qualifications which shall include, but not be limited to, Physician giving
consent to the release of information from any facility at which Physician has
medical staff privileges. In addition, Physician shall cooperate with RHG's and
each Payor's programs and procedures, as approved by RHG, for the expeditious
resolution of any grievance or complaint.
II.8 Notification to RHG. Physician represents and warrants that information
---------------------
provided herein and in the RHG provider application is true and accurate in all
respects and acknowledges that RHG is relying on the accuracy of such
information in
21
entering into and continuing the term of this agreement. Physician shall notify
RHG immediately upon becoming aware of the initiation of any investigation,
disciplinary action, sanction, or peer review action against Physician that
could result in (i) suspension, reduction or loss of license to practice
Physician's profession or to provide healthcare services; (ii) denial,
suspension, restriction, reduction or termination of privileges or staff
membership at any health facility or by any peer review body; (iii) impairment
of Physician's ability to provide healthcare services safely; or (iv) imposition
of any sanction under the Medicare program or Medicaid program. In addition,
Physician shall provide prior written notice to RHG of any changes in (i)
Federal Tax Identification Number, (ii) other information provided in his/her
application for participation, (iii) Physician's professional liability
insurance, (iv) Physician's billing or office address, and (v) services provided
by Physician. A failure to give any notice required by this Section shall be a
material breach of Physician's obligations and responsibilities hereunder,
regardless of the status, pendency or outcome of the event giving rise to the
obligation to give that notice, and may be grounds for delay in payment, claim
denial and/or immediate termination of this Agreement.
II.9 Medical Records. Physician shall maintain complete and timely medical
----------------
records for Qualified Participants treated by Physician. Such records shall be
prepared in accordance with accepted principles of practice, shall document all
services performed for Qualified Participants and shall comply with all
applicable state and federal laws. Physician shall maintain such records for the
length of time required by applicable state or federal law. Subject to all
applicable privacy and confidentiality requirements, such medical records shall
be made available to each physician and other health professionals treating the
Qualified Participant, and upon request, to the Payor, RHG or its designated
representative for review at no charge. Physician shall obtain a valid consent
for the release of the Qualified Participant's medical records to other
providers, RHG, Payor, or its designated representative. RHG agrees that
medical records of Qualified Participants shall be treated as confidential so as
to comply with all federal and state laws and regulations regarding the
confidentiality of patient records. The Physician's obligations under this
Section II.8 shall survive the termination of this Agreement.
II.10 Inspection of Records and Operations. RHG, Payor, with the exception of
-------------------------------------
Qualified Participants in the Medical Access Savings Card Program or a
designated representative, shall have the right to inspect and audit, at all
reasonable times during normal business hours, upon prior notice, any of
Physician's accounting, administrative, medical records and operations
reasonably pertaining to RHG, to services provided to Qualified Participants,
and to Physician's performance under this Agreement. Physician further agrees
to allow RHG, Payor (with the exception of Qualified Participants in the Medical
Access Savings Card Program), or a designated representative thereof, including
the designated utilization review, quality management, case management or peer
review staff, to have reasonable access to treatment records and information of
Qualified Participants for services provided under the terms of this Agreement
as necessary to enable such party to perform Utilization Review and Quality
Assurance activities in accordance with the applicable Utilization Review and
Quality Assurance Program. In addition, Physician agrees that in the event an
examination concerning the quality of healthcare services is conducted by
appropriate officials, as required by federal, state, and/or local law, RHG
shall submit, in a timely fashion, any required books and records and shall
facilitate such examination. RHG and Physician agree to assist one another with
on-site inspection of facilities and records by representatives of authorized
federal, state and local regulatory agencies.
II.11 Relationship of Parties. Physician understands and agrees that he/she is
-----------------------
an independent legal entity. Nothing in this agreement shall be construed or
deemed to create a relationship of employer and employee, principal and agent,
partnership or joint venture or any relationship other than that of independent
parties contracting with each other solely to carry out the provisions of this
Agreement for the purposes recited in this Agreement. With regard to the
provision of medical and healthcare services, Physician acts as an independent
entity and the Physician-patient relationship shall in no way be affected.
II.12 Standards of Care. Physician agrees that all duties performed hereunder
------------------
shall be consistent with the proper practice of medicine, and that such duties
shall be performed in accordance with the customary rules of ethics and conduct
of the American Medical Association or American Osteopathic Association, as the
case may be, and such other bodies, formal or informal, government or otherwise,
from which physicians seek advise and guidance or by which they are subject to
licensing/certification and control. Additionally, Physician shall perform all
medical and healthcare services in conformance with the standards for his/her
specialty as established by the applicable specialty board and the
local/regional medical community. Physician agrees that he/she shall not engage
in any acts of moral turpitude, as determined by RHG in good faith. Physician
agrees that, to the extent feasible, he/she shall utilize such additional allied
health and other qualified personnel as are available and appropriate for the
effective and efficient delivery of care. Physician shall ensure that all such
personnel are properly licensed and/or possess the necessary credentials to
render the services that they perform.
II.13 Right to Use Physician's Name. Physician agrees to allow RHG to list
---------------------------------
Physician's name, specialty, address and telephone number and other relevant
information in a Member Provider directory or other materials to help promote
and
22
solicit contracts with Payors. Physician agrees not to use RHG's trademarks or
trade names without RHG's prior written consent.
II.14 Noncompliance. Physician understands that his/her failure to comply with
-------------
any of the requirements imposed on him/her pursuant to this Agreement may result
in corrective action or termination of this Agreement by RHG.
II.15 Antitrust Guidelines. Physician agrees to comply with all antitrust
---------------------
guidelines and procedures promulgated by Federal and State entities and RHG from
time to time.
III. RHG'S OBLIGATIONS
III.1 Marketing to Payor. RHG shall enter into agreements with Payors;
--------------------
implement systems to respond to Payors, Customers and Member Providers requests
for information; provide clarification of policies concerning the operation of
Plans or Programs, as defined by Payor Agreements; and assist Member Providers
to obtain information or clarification regarding the Plans or Programs.
Physician agrees to work in cooperation with RHG to market the services of the
Member Providers to Payors.
III.2 Utilization Review and Quality Assurance Programs. Payor with the
------------------------------------------------------
exception of Qualified Participants in the Medical Access Savings Card Program
or RHG may establish Utilization Review and Quality Assurance Programs. Such
programs shall be in accordance with the Standards and Guidelines established by
RHG as outlined in Exhibit A, which may be amended from time to time upon
written notice to Physician.
III.3 Credentialing. RHG will perform and/or delegate to qualified
-------------
organizations credentialing of each Physician to be included under this
Agreement. Credentialing may include verification of all information and
documents provided in the application for participation and investigation of
Physicians education, training and practice history, including but not limited
to queries to the National Practitioners Data Bank and current and previous
professional liability carriers, Medicare and Medicaid.
III.4 Operational Functions. RHG shall assign a designated representative to
----------------------
be a liaison with the Physicians and Payors, with the exception of Qualified
Participants in the Medical Access Savings Card Program, to devote reasonable
time and effort to perform RHG's responsibilities hereunder. RHG shall arrange
for claims processing except for Qualified Participants in the Medical Access
Savings Card Program.
IV. REIMBURSEMENT, CLAIMS
SUBMISSION AND PAYMENT
IV.1 Reimbursement. RHG shall arrange for Payors to pay Physician the
-------------
reimbursement rates for services rendered to Qualified Participants pursuant to
Exhibit B. Physician agrees and acknowledges that RHG is acting solely in an
administrative capacity in providing a network of quality health services. RHG
is not the claims paying agent and will not be liable for the payment of any
amount owed by a Payor to Physician in the event that Physician is unable to
collect such amount of money.
IV.2 Reimbursement Rates. Physician is to be paid by the Payor according to
--------------------
the rates established in Exhibit B. Physician hereby agrees that rates in
Exhibit B, which may be amended from time to time upon mutual agreement,
represent the total amount to be received and agrees to look solely to the Payor
for payment for such services. Payment will be made for healthcare services
actually rendered. For services rendered to Qualified Participants of the
Medical Access Savings Card Program, Physician can and should make payment
arrangements prior to the delivery of care directly with the patient or
responsible party. Services provided under the provisions of the Medical Access
Savings Card Program must be documented by a receipt that the Qualified
Participant may use for tax purposes or in conjunction with other coverage.
Physician can pursue collection efforts directly with Qualified Participants of
the Medical Access Savings Card Program, if necessary. All others will be paid,
when appropriate, only after submission of a complete and accurate claim. RHG
does not guarantee and makes no guarantees, representations, warranties or
covenants regarding the selection or use of Physician's services by any
Qualified Participant or Payor, or the number of patients, if any, which may
result from participation in RHG's provider network. The obligation of a Payor
to reimburse Physician in accordance with Exhibit B for the provision of
services to a Qualified Participant shall be conditioned upon a good faith
determination by the Payor or its designated representative that
23
(i) Physician is in compliance with the Payor's utilization management program,
and (ii) such services are medically necessary, whether such determinations are
made before, on or after the provision of services to such Qualified
Participant.
IV.3 Xxxx or Claim Forms. Xxxx or Claim forms are required for all services
----------------------
with the exception of services provided under the provisions of the Medical
Access Savings Card Program. All bills or claims must be submitted complete
and accurate on HCFA 1500 and in the manner designated by RHG and must include
billed charges (not discounted rates) and appropriate codes, consistent with
policies established or approved by RHG or the applicable state regulations.
All bills or claims must be submitted within thirty (30) days, or within such
time period from the date of service, or as specified by RHG or its designee. In
the event that Physician is unable to submit a xxxx or claim in accordance with
this Section IV.3, as a result of factors not within Physician's reasonable
control, Physician shall notify RHG in writing of the cause of Physician's
inability to submit the xxxx or claim and RHG may, but shall not be required to,
waive the provisions of this Section IV.3.
IV.4 Limited Recourse Against Qualified Participants. Except as otherwise
---------------------------------------------------
provided in this Agreement (Section I.9), Physician agrees to seek payment from
each Payor for services provided to its Qualified Participants, and agrees that
he/she will not seek additional payments or reimbursement from Qualified
Participants. In addition, Physician agrees that neither RHG, the Payor nor the
Qualified Participant shall be billed or ultimately held responsible for payment
for services deemed not to be a covered service by RHG or its designee unless,
prior to providing such services, the Qualified Participant has been informed
that (i) the services(s) to be provided are not covered, and (ii) that the Payor
with the exception of Qualified Participants in the Medical Access Savings Card
Program, will not pay for such services, and (iii) that the Qualified
Participant will be financially liable for such services, and (iv) the Qualified
Participant voluntarily agrees, in writing, to pay for such services. When
Qualified Participant is covered by a state or federally regulated occupational
injury and illness program, Physician agrees to comply with state and federal
regulations regarding holding Qualified Participants harmless for amounts not
paid by Payor for any reason, including Payors insolvency.
IV.5 Payment of Bills or Claims. RHG shall administratively arrange for the
-----------------------------
Payor or its designated representative to pay undisputed bills or claims which
are accurate, complete and comply with the Agreement within the shorter of (i)
the time period mandated by state law, or (ii) the time period established by
the applicable Payor Agreement.
IV.6 Erroneous Payment. In the event that a Payor, and/or its designated
------------------
representative pays the Physician (i) more than once, or (ii) an incorrect
amount, or (iii) an overpayment, the Payor or its designated representative may,
at its sole option and discretion, request the return of such amount from
Physician.
IV.7 Copayment/Coinsurance. Physician may directly xxxx a Qualified Participant
----------------------
(excluding occupational injuries and illnesses and the Medical Access Savings
Card) for copayments, coinsurance and deductibles, but payment for such
copayments, coinsurance and deductibles shall be in accordance with the amounts
set forth in the applicable benefit plan. Physician may directly xxxx and
collect from a Qualified Participant at Physician's usual and customary charges
for any Qualified Participant approved services rendered which are not Covered
Services. Neither the Participating Payors nor RHG shall have any liability or
responsibility to Physician for these charges.
V. HOSPITAL/FACILITY ADMISSIONS
If a Qualified Participant requires a non-emergency hospital/facility admission
by Physician, Physician shall verify the patient's status as a Qualified
Participant, arrange for admission with a Member Provider and, if required by
RHG or the Payor, secure authorization for such admission prior to the admission
in accordance with the applicable Utilization Review and Quality Assurance
Program. Medical Access Savings Card Program Participants do not require
pre-certification, authorization or utilization management for hospital/facility
admission. For all other Qualified Participants a Physician who does not secure
the required prior authorization or comply with continuing stay review processes
under the applicable Utilization Review and Quality Assurance Program, may be
denied payment for professional services associated with the Qualified
Participant's admission. Finally, Physician agrees to cooperate and participate
in a coordinated discharge planning program as may be established by RHG or
applicable Payor.
VI. INSURANCE AND INDEMNIFICATION
24
VI.1 Insurance Requirement. Physician shall provide and maintain such policies
----------------------
of professional liability insurance, in a form and with insurance carriers
acceptable to RHG. The amounts and extent of such insurance coverage shall be in
the amounts determined by community standards for relevant
specialties and shall be subject to the approval from time to time of RHG. If
such coverage is under a "claims-made" policy, Physician agrees to provide and
maintain such insurance coverage or a "tail" policy in the same amounts
following the termination of this Agreement. Physician shall promptly
demonstrate evidence of insurability and that the required insurance is paid and
in force upon request of RHG.
VI.2 Indemnification of RHG. RHG will be responsible for its own acts or
------------------------
omissions and any and all claims, liabilities, injuries, suits and demands and
expenses of all kinds which may result or arise out of any alleged malfeasance
or neglect caused or alleged to have be caused by its employees or
representatives, in the performance or omission of any act or responsibility
under this Agreement. In the event that a claim is made against RHG, it is the
intent of RHG to cooperate in the defense of said claim and to cause their
insurers to do likewise. However, RHG shall have the right to take any and all
actions they believe necessary to protect their interest.
VI.3 Indemnification of Physician. Physician will be responsible for its own
------------------------------
acts or omissions and any and all claims, liabilities, injuries, suits and
demands and expenses of all kinds which may result or arise out of any alleged
malfeasance or neglect caused or alleged to have be caused by its employees or
representatives, in the performance or omission of any act or responsibility
under this Agreement. In the event that a claim is made against Physician, it
is the intent of Physician to cooperate in the defense of said claim and to
cause their insurers to do likewise. However, Physician shall have the right to
take any and all actions they believe necessary to protect their interest.
VII. TERM AND TERMINATION
VII.1 Term. The term of this Agreement shall be for one (1) year from the date
----
hereof and shall be automatically renewed on an annual basis for successive
twelve (12) month periods, unless sooner terminated in accordance with Section
VII.2.
VII.2 Termination. This Agreement may be terminated sooner on the first to
-----------
occur of the following:
VII.2.1 Termination by Physician. Physician may terminate this Agreement in
--------------------------
the event of a material default or breach of RHG's obligations hereunder, upon
sixty (60) days prior written notice and the failure of RHG to cure such breach
or default within such sixty (60) day period. In addition, in the event of an
"emergency situation", Physician may terminate the Agreement upon thirty (30)
days prior written notice and the acknowledgment by RHG that such an emergency
condition does exist. "Emergency Situation" shall mean an unforeseeable event,
not resulting from Physician's act or omission, which materially affects
Physician's ability to continue the practice of medicine or to perform his
obligations hereunder.
VII.2.2 Termination by RHG. A Member Provider shall automatically be
--------------------
terminated on the date when: (i) Physician's license to practice medicine or
other licensed healthcare profession in the state where services are rendered,
is suspended or revoked, (ii) Physician's medical staff privileges at a
participating facility are revoked or suspended, unless such Physician's
privileges are reinstated within twenty (20) days of such suspension, (iii)
Physician's DEA or applicable State Controlled Substance Registration number
required by Section II.6 above is suspended or revoked, unless such Physician
can arrange for other Member Providers to prescribe regulated drugs for
Qualified Participants under the care of Physician within ten (10) days of such
loss of such Registration number(s) and gives RHG notice of the same, (iv)
Physician is excluded from participation in the Medicaid or Medicare programs,
(v) Physician loses or experiences a material reduction in malpractice
insurance, (vi) Physician engages in any act, omission, demeanor or conduct that
is reasonably likely to be detrimental to patient safety or to the delivery of
quality patient care, or to lead to the provision of professional services below
applicable professional standards, or (vii) Physician is convicted of a Felony,
(viii) Physician is found in violation of professional conduct, or (ix) thirty
(30) days following written notice by RHG of a material default or breach by
Physician hereunder and the failure of Physician to cure such default or breach
during such thirty (30) day period.
VII.2.3 Termination for Insolvency. This Agreement shall terminate immediately
---------------------------
in the event that either RHG or Physician voluntarily or involuntarily,
liquidates, dissolves or becomes subject to any proceeding for the
rehabilitation or conservation of their financial affairs.
VII.2.4 Termination by Either Party. Either party may terminate this Agreement
---------------------------
without cause upon one hundred twenty (120) days prior written notice.
25
VII.2.5 Unforeseen Events. In the event that either party's ability to perform
-----------------
their obligations under this Agreement is substantially interrupted by war,
fire, insurrection, riots, the elements, earthquake, acts of God, or other
similar circumstances beyond the reasonable control of such party, the party
shall be relieved of those obligations for the duration of the interruption upon
notice to the other party. In the event that the interruption is reasonably
determined likely to persist for at least ninety (90) days, either party may
terminate this Agreement upon thirty (30) days prior written notice.
VII.3 Effects of Termination. Upon termination of this Agreement, neither
------------------------
party shall have any further obligation hereunder except for (i) obligations
accruing prior to the date of termination, including without limitation, any
obligation by Physician to continue to provide healthcare services to Qualified
Participants, and (ii) obligations, promises or covenants contained herein which
are expressly made to extend beyond the term of this Agreement.
VII.4 Qualified Participant and Payor Notification. Upon the termination of
-----------------------------------------------
this Agreement, by either party, Physician shall cooperate with RHG to notify
Payors and Qualified Participants of such termination.
VIII. CONTINUATION OF BENEFITS
VIII.1 Continuation of Benefits. Except for Medical Access Savings Card Program
------------------------
Participants, upon termination of this Agreement, Physician shall continue to
provide services in accordance with this Agreement to any Qualified Participant
currently undergoing treatment by Physician until a medically appropriate
transfer of care has been accomplished provided, however, that Physician shall
exercise best efforts to accomplish such transfer within thirty (30) days after
the date this Agreement terminates. Physician shall be reimbursed for any such
services in accordance with the terms of this Agreement.
VIII.2 Survival. The provisions of this Article VIII shall survive the
--------
termination of this Agreement regardless of the cause giving rise to such
termination, as will sections II.8, VI.2, VI.3, VII.3, IX, and X. The
provisions of this Article VIII supersede any oral or written agreement to the
contrary now existing or hereafter entered into between Physician and any
Qualified Participant or any person acting on a Qualified Participant's behalf.
IX. CONFIDENTIALITY
All business, medical and other records relating to the operation of RHG,
including, but not limited to, books of account, general administrative records,
policies and procedures, pricing information, terms of this Agreement and all
information generated and/or contained in management information systems owned
by or pertaining to RHG, and all systems, manuals, computer software and other
materials, but excluding patient charts, shall be and remain the sole property
of RHG (collectively, the "Confidential Information"). Physician acknowledges
that the Confidential Information and all other information regarding RHG, that
is competitively sensitive, is the property of RHG and RHG may be damaged if
such information was revealed to a third party. Accordingly, Physician agrees
to keep strictly confidential and to hold in trust all Confidential Information.
Upon termination of this Agreement by either party for any reason whatsoever,
Physician shall promptly return to RHG all material constituting Confidential
Information or containing Confidential Information, and Physician will not
thereafter use, appropriate, or reproduce such information or disclose such
information to any third party. Physician specifically agrees that under no
circumstances will Physician discuss the terms and conditions of this Agreement,
and in particular the pricing information herein, with any Member Provider,
healthcare provider or purchaser of healthcare services.
X. MISCELLANEOUS
X.1 Disputes. All disputes and differences between the Physician and RHG upon
--------
which an amicable understanding cannot be reached are to be decided by the
following method:
X.1.1 Mediation through RHG. The Physician shall notify RHG in writing of the
-----------------------
dispute or disagreement, he/she shall supply RHG with all pertinent information
and state his/her position on the dispute. Upon receipt of this information,
RHG will immediately contact Payor and require the same information. RHG will
then attempt to mediate the dispute to the mutual satisfaction of all parties.
If mediation is not possible within a reasonable time, not to exceed thirty (30)
days from the time of first notice, the following procedure will apply:
26
X.1.2 Arbitration. If the dispute cannot be solved by the mediation process
-----------
described above, either the Physician, RHG or Payor may elect to submit the
dispute to binding arbitration under the rules of the American Arbitration
Association or any other method of arbitration mutually agreed upon by the
parties. Arbitration will be conducted in Houston, Texas. Each party will be
responsible for their own legal fees. The cost of the arbitration services will
be the sole responsibility of the party requesting the arbitration.
X.2 Non-Exclusivity. Nothing in this Agreement shall be construed to restrict
---------------
the Physician or RHG from entering into other contracts or agreements to provide
healthcare services to Payors or other healthcare delivery plans, patients, and
employer groups.
X.3 Entire Agreement. This Agreement contains the entire understanding of the
-----------------
parties and supersedes any prior understandings and agreements, written or oral,
respecting the subjects discussed herein.
X.4 No Waiver. The waiver by either party of a breach or violation of any
----------
provision of this Agreement shall not operate as or be construed to be a waiver
of any subsequent breach hereof.
X.5 Regulatory Compliance. Physician and RHG agree that each shall comply with
---------------------
all applicable requirements of municipal, county, state and federal authorities,
all municipal and county ordinances and regulations, and all applicable state
and federal statutes and regulations, now or hereafter in force and effect,
governing RHG, Physician the provision of services of by a Physician, and/or
Payors, including but not limited to applicable requirements under any state or
federal fair employment practices, equal employment opportunity, or similar laws
declaring discrimination in employment based upon race, color, creed, religion,
sex, or national origin as illegal, and, Titles VI and VII of the Civil Rights
Act of 1964, Section 202 of Executive Order 11246 as amended by Executive Order
11375, Sections 503 and 504 or the Rehabilitation Act of 1973 and Title IV of
the Vietnam Era Veterans Readjustment Assistance Act of 1974, and Sections 1 and
3 of Executive Order 11625, or any applicable rule or regulation promulgated
pursuant to any such laws or orders.
X.6 Governing Law. This Agreement shall be governed by and construed in
--------------
accordance with applicable Texas State law.
X.7 Amendments. This Agreement may be amended by RHG upon ninety (90) days
----------
written notice of such proposed amendment with the physician's concurrence.
Failure of Physician to provide written objection to such amendment within the
ninety (90) day period shall constitute Physician's approval of such amendment.
X.8 Severability. The invalidity or un-enforceability of any term or condition
------------
hereof shall in no way affect the validity or enforceability of any other term
or provision.
X.9 Assignment. Physician may not assign or otherwise transfer any right or
----------
delegate any duty of performance hereunder, in whole or in part without the
prior written consent of RHG. RHG retains the right to assign this Agreement,
in whole or in part, to any entity with which RHG or its parent company or any
of its subsidiaries is affiliated, or with which it merges or consolidates.
X.10 Third Party Beneficiaries. Except for Payors and the agents thereof, there
-------------------------
are no third party beneficiaries of this Agreement.
X.11 Captions. The captions and headings contained in this Agreement are for
--------
reference purposes only and shall not affect in anyway the meaning or
interpretation of this Agreement.
X.12 Execution of Counterparts. This Agreement may be executed in any number of
-------------------------
counterparts, including facsimiles, each of which shall be deemed to be an
original as against any part whose signature appears thereon, and all of which
shall together constitute one and the same instrument.
X.13 Partial Invalidity. If any part, clause or provision of this Agreement is
------------------
held to be void by a court of competent jurisdiction, the remaining provisions
of this Agreement shall not be affected and shall be given construction, if
possible, as to permit it to comply with the minimum requirements of any
applicable law, and the intent of parties hereto.
27
X.14 Official Notices. Any notice or communication required, permitted or
-----------------
desired to be given hereunder shall be deemed effectively given when personally
delivered or mailed, return receipt requested, or overnight express mail
addressed as follows:
Physician or Representative/Designee: (Please Print)
Name:
---------------------------------------
Organization:
---------------------------------------
Address:
---------------------------------------
City/State/Zip:
---------------------------------------
Telephone:
---------------------------------------
Fax:
---------------------------------------
Organization:
Rockport Healthcare Group, Inc.
Attn: Vice President, Network Development
00 Xxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
or to such other address, and to the attention of such other person(s) or
officer(s) as either party may designate by written notice.
IN WITNESS WHEREOF, the undersigned will be deemed to have executed this
Agreement as of the date this Agreement is signed by RHG.
For and on behalf of:
ROCKPORT HEALTHCARE GROUP, INC.
00 XXXXX XXXXXX XXXX, XXXXX 000X
XXXXXXX, XX 00000
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DATE:
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For and on behalf of:
PHYSICIAN OR REPRESENTATIVE/DESIGNEE
SIGNATURE:
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NAME:
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(PRINT)
TIN:
-----------------------------------------
DATE:
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28
EXHIBITS "B-2" AND "B-3"
HOSPITAL AND ANCILLARY FACILITY AGREEMENT
ROCKPORT HEALTHCARE GROUP, INC.
This Member Provider Agreement ("Agreement"), is entered into by and between
Rockport Healthcare Group, Inc., a Nevada Corporation ("RHG") and
__________________________________________ ("Member Provider"), and will become
effective as of the date the Agreement is executed by RHG.
WHEREAS, RHG is engaged in the business of developing and acting in an
administrative capacity in providing industrial and occupational provider
networks that offer a new integrated continuum of healthcare services. These
networks will offer greater efficiency, economy, quality and availability of
healthcare services; and
WHEREAS, RHG has networks of contracted physicians, physician groups, hospitals
and providers of ancillary healthcare services (collectively, the "Member
Providers") to provide a full-range of healthcare services. These services are
available for use by "Qualified Participants" as defined later in this document;
and
WHEREAS, Member Provider desires to provide appropriate and cost-effective
healthcare services to "Qualified Participants" who are covered by Payor
Agreements at the rates in Exhibit B; and
WHEREAS, RHG has entered into Agreements with one or more insurance carriers,
self insured groups, and third party administrators to provide for healthcare
review, medical service, and other medical utilization services for employers
which maintain self-insured funds, third party administrators, insurance
carriers and individuals who have contracted with RHG.
NOW, THEREFORE, in consideration of the premises, the mutual promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, it is mutually agreed as follows:
I. DEFINITIONS
When used in this Agreement and unless the content otherwise clearly requires,
the following words and terms shall mean:
I.1 "Physician" means a licensed Medical Doctor or Doctor of Osteopathic
---------
Medicine, or group of same who desire to become a Member Provider with RHG.
I.2 "Qualified Participant" means: (a) an employee, member of an RHG
----------------------
payor/client who is eligible to receive certain healthcare benefits under an
individual or group benefit plan or any other insurance program; (b) a person
who presents with authorization from the Employer prior to the initiation of
treatment that the worker is currently employed and that the presenting problem
was job related, either in writing or by telephone.
I.3 "Payor" means an individual, organization, firm or governmental entity,
-----
including but not limited to an employer, self-insured employer, employer
coalition, health insurance purchasing cooperative, insurer, third party
administrator. These Payors have entered into a Payor Agreement with RHG for
the provision of healthcare services to a Qualified Participants and have agreed
to pay for such services, pursuant to such Payor Agreement.
I.4 "Payor Agreement" means the agreement between RHG and a Payor, which
----------------
agreement is made before, on or after the effective date of this Agreement and
which expresses the agreed upon contractual rights and obligations of the
parties.
I.5 "Member Provider" means any physician; physician group; hospital; surgery
----------------
center; diagnostic imaging center; laboratory; clinic; chiropractor; dentist;
podiatrist; psychologist; social worker; physical, occupational and speech
therapist; etc. licensed or certified to practice a healthcare profession or
licensed as a facility to offer healthcare services, in the state where
services are rendered, who has met the credentialing requirements of RHG, and
who has been accepted by RHG as a Member Provider and who has executed a
contract with RHG.
29
I.6 "Primary Care Physician" means a Member Provider who has met the
------------------------
credentialing requirements of RHG to be a Primary Care Physician and is
designated by RHG as a Primary Care Physician.
I.7 "Specialist Physician" means a Member Provider who has met the
---------------------
credentialing requirements of RHG to be a Specialist Physician, and to whom
Primary Care Physicians may refer for necessary and authorized care other than
primary care services.
I.8 "Emergency" means the sudden and unexpected onset of a medical condition or
---------
accidental injury manifesting itself by acute symptoms of sufficient severity
(including severe pain) such that the absence of immediate medical attention
could reasonably be expected to result in any of the following: (i) placing the
Qualified Participant's health in serious jeopardy; (ii) serious impairment to
bodily functions; or (iii) serious dysfunction of any bodily organ or part; and
which the Qualified Participant secures immediately after the onset thereof, or
as soon thereafter as practicable, but in no event later than twenty-four (24)
hours after onset. To the maximum extent permitted by law, the determination of
whether an Emergency existed at the time covered services were provided shall be
made exclusively by Payor.
I.9 "Covered Services" are those healthcare and health-related services as
-----------------
defined by each individual Payor. RHG will communicate Payor specific Covered
Services to each Member Provider.
I.10 "Utilization Review and Quality Assurance Program" means the program or
---------------------------------------------------
programs, applicable to the Payor as amended from time to time, through which
appropriate, cost-effective utilization of health resources is sought and
utilization and practice patterns are monitored in order to identify and, as
appropriate, to correct deviations from established norms. Medical necessity
and medically necessary determinations are established and administered by the
Payor or the Payor's designee, in accordance with Exhibit A.
I.11 "Claim and/or Claim Form" means a HCFA 1500 and/or UB 92 used for billing
------------------------
for all services. All claims will be paid, when appropriate, only after
submission of a complete and accurate claim.
II. MEMBER PROVIDER OBLIGATIONS
II.1 Services. Member Provider agrees to provide or arrange for all medically
--------
necessary medical care for Qualified Participants who seek care from Member
Provider. Member Provider agrees to perform such services with the same
standard of care, skill and diligence which is customarily used by Member
Providers in the community in which such services are rendered. Member Provider
agrees that it is their sole responsibility to verify that the individual
presenting for care is a Qualified Participant. Member Provider agrees to render
healthcare services to Qualified Participants in the same manner, in accordance
with the same standards, and with the same time availability as offered to
Member Provider's other patients. Member Provider shall ensure that services
provided are consistent with RHG's programs, policies and procedures and the
applicable Workers' Compensation programs and plans. Member Provider agrees to
comply with and be bound by all Utilization Review and Quality Assurance
Programs, including discharge planning programs, adopted by RHG and the Payor,
when approved by RHG, from time to time.
II.2 Non-Discrimination. Member Provider shall not differentiate or
------------------
discriminate in the treatment of its patients as to the quality of services
delivered to Qualified Participants because of race, sex, age, religion,
national origin, place of residence, source of payment or health status. Member
Provider shall observe, protect and promote the rights of Qualified Participants
as patients.
II.3 Medical Staff Participation. Member Provider shall use its best efforts
-----------------------------
to encourage members of its medical staff, including facility-based physicians
and healthcare professionals, to execute participation agreements with RHG.
Member Provider shall cooperate to the fullest extent possible in obtaining
staff privileges for Participating Primary Care and Speciaist Physicians who
meet Member Provider's credentialing standards and agree to comply with the
rules and regulations, policies and procedures as may exist from time to time
governing Member Provider and its medical staff. Member Provider shall grant
staff privileges only to competent qualified physicians and healthcare
professionals and shall exercise ongoing peer review of the members of its
medical staff. Member Provider shall use its best efforts to promptly notify
RHG in the event that the staff privileges of any Physicians have been revoked,
suspended, restricted or otherwise adversely affected by the Member Provider.
Member shall provide RHG with a current copy of its medical staff roster and
will make available, to RHG, updates as changes occur.
30
II.4 Referrals. Except in a medical emergency or when authorized by RHG or its
---------
designated representative, Member Provider agrees to refer Qualified
Participants only to other Member Providers, as defined in I.5, when medically
necessary and appropriate. All referrals must be in accordance with the
applicable Utilization Review and Quality Assurance Program unless specifically
directed by RHG. In addition, Member Providers who are permitted to prescribe
medication, agree to use RHG's or the applicable Payors pharmaceutical
formularies, if any, when prescribing medications for Qualified Participants.
II.5 Reports. For each encounter where Member Provider provides services to a
-------
Qualified Participant, Member Provider shall report such encounter on an
appropriate form and shall include statistical, descriptive medical and patient
data and identifying information, if and to the extent that reports are
specified by RHG or its designated representative.
II.6 Professional Requirements.
--------------------------
II.6.1 Licensure & Accreditation. Member Provider shall comply with all
---------------------------
applicable federal, state and local laws, rules and regulations governing like
providers and their provision of services. Evidence of such current licensing,
certification and/or accreditation shall be submitted promptly to RHG upon
request. Member Provider represents and warrants that it and each of its
employees and contracted service providers has obtained, and shall maintain
throughout the term of this Agreement, all necessary registrations,
certifications, licenses, permits and approvals as are required for the lawful
provision of Member Provider services to Qualified Participants. Member
Provider shall immediately notify RHG of any action, investigation or proceeding
to revoke, suspend, restrict, or otherwise affect any such registrations,
certifications, licenses, permits, accreditations or approvals. Member Provider
warrants that it is currently accredited by the Agency that governs like
providers and is certified as a provider under Title XVIII (Medicare) and when
appropriate, Title XIX (Medicaid) of the Social Security Act and that it shall
maintain such accreditation and certification during the term of this Agreement.
Member Provider shall immediately notify RHG of any action, investigation or
proceeding to revoke, suspend, restrict, or otherwise affect such accreditation
or certifications.
II.6.2 Organization's Requirements. Member Provider shall comply with and be
----------------------------
bound by RHG's criteria for provider participation, including credentialing and
administrative policies and procedures, as adopted and amended from time to time
by RHG. Member Provider shall cooperate with RHG's periodic evaluation of
qualifications. In addition, Member Provider shall cooperate with RHG's and each
Payor's programs and procedures, as approved by RHG, for the expeditious
resolution of any grievance or complaint.
II.7 Notification to RHG. Member Provider represents and warrants that
---------------------
information provided herein and in the RHG application is true and accurate in
all respects and acknowledges that RHG is relying on the accuracy of such
information in entering into and continuing the term of this agreement. Member
Provider shall notify RHG immediately upon becoming aware of the initiation of
any investigation, disciplinary action, or sanction, against Member Provider
that could result in (i) suspension, reduction or loss of license to provide
healthcare services; (ii) denial, suspension, restriction, reduction or
termination of accreditation/certification; (iii) impairment of Member
Provider's ability to provide healthcare services safely; or (iv) imposition of
any sanction under the Medicare program or Medicaid program. In addition, Member
Provider shall provide prior written notice to RHG of any changes in (i) Federal
Tax Identification Number, (ii) other information provided in its application
for participation, (iii) Member Provider's professional liability insurance,
(iv) Member Provider's billing or facility address, and (v) services provided by
Member Provider. A failure to give any notice required by this Section shall be
a material breach of Member Providers obligations and responsibilities
hereunder, regardless of the status, pendency or outcome of the event giving
rise to the obligation to give that notice, and may be grounds for delay in
payment, claim denial and/or immediate termination of this Agreement.
II.8 Medical Records. Member Provider shall maintain complete and timely
----------------
medical records for Qualified Participants treated by Member Provider and its
medical staff. Such records shall be prepared in accordance with accepted
principles of practice, shall document all services performed for Qualified
Participants and shall comply with all applicable state and federal laws.
Member Provider shall maintain such records for the length of time required by
applicable state or federal law. Subject to all applicable privacy and
confidentiality requirements, such medical records shall be made available to
each Member Provider and other health professionals treating the Qualified
Participant, and upon request, to the Payor, RHG or its designated
representative for review at no charge. Member Provider shall obtain a valid
consent for the release of the Qualified Participant's medical records to other
providers, RHG, Payor, or its designated representative. RHG agrees that
medical records of Qualified Participants shall be treated as confidential so as
to comply with all federal and state laws and regulations regarding the
confidentiality of patient records. The Member Provider's obligations under
this Section II.8 shall survive the termination of this Agreement.
31
II.9 Inspection of Records and Operations. RHG, Payor or a designated
----------------------------------------
representative shall have the right to inspect and audit, at all reasonable
times during normal business hours, upon prior notice, any of Member Provider's
accounting, administrative, medical records and operations reasonably pertaining
to RHG, to services provided to Qualified Participants, and to Member Provider's
performance under this Agreement. Member Provider further agrees to allow RHG,
Payor or a designated representative thereof, including the designated
utilization review, quality management, case management or peer review staff, to
have reasonable access to treatment records and information of Qualified
Participants for services provided under the terms of this Agreement as
necessary to enable such party to perform Utilization Review and Quality
Assurance activities in accordance with the applicable Utilization Review and
Quality Assurance Program. In addition, Member Provider agrees that in the event
an examination concerning the quality of medical and healthcare services is
conducted by appropriate officials, as required by federal, state, and/or local
law, RHG shall submit, in a timely fashion, any required books and records and
shall facilitate such examination. RHG and Member Provider agree to assist one
another with on-site inspection of facilities and records by representatives of
authorized federal, state and local regulatory agencies.
II.10 Relationship of Parties. Member Provider understands and agrees that they
-----------------------
are each an independent legal entity. Nothing in this agreement shall be
construed or deemed to create a relationship of employer and employee, principal
and agent, partnership or joint venture or any relationship other than that of
independent parties contracting with each other solely to carry out the
provisions of this Agreement for the purposes recited in this Agreement. With
regard to the provision of healthcare services, Member Provider acts as an
independent entity and the Member Provider-patient relationship shall in no way
be affected.
II.11 Standards of Care. Member Provider agrees that all duties performed
-------------------
hereunder shall be consistent with the proper practice of their healthcare
profession, and that such duties shall be performed in accordance with the
customary rules of ethics and conduct of the appropriate and applicable
professional organizations and/or associations, as the case may be, and such
other bodies, formal or informal, government or otherwise, from which Member
Providers seek advise and guidance or by which they are subject to
licensing/certification and control. Additionally, Member Provider shall
perform all medical and healthcare services in conformance with the standards
for their facilities as established by the local/regional professional
healthcare community and applicable accrediting/licensing agencies. Member
Provider agrees that to the best of its ability its staff shall not engage in
any acts of moral turpitude, as determined by RHG in good faith. Member
Provider agrees that, to the extent feasible, it shall utilize such additional
allied health and other qualified personnel as are available and appropriate for
effective and efficient delivery of care. Member Provider shall ensure that all
such personnel are properly licensed and/or possess the necessary credentials to
render the services that they perform.
II.12 Right to Use Member Provider's Name. Member Provider agrees to allow RHG
-----------------------------------
to list Member Provider's name, healthcare profession, address and telephone
number and other relevant information in a Member Provider directory or other
materials to help promote and solicit contracts with Payors. Member Provider
agrees not to use RHG's trademarks or trade names without RHG's prior written
consent.
II.13 Noncompliance. Member Provider understands that failure to comply with any
-------------
of the requirements imposed pursuant to this Agreement may result in corrective
action, adjustments to Member Provider's reimbursement or termination of this
Agreement by RHG.
II.14 Antitrust Guidelines. Member Provider agrees to comply with all
---------------------
antitrust guidelines and procedures promulgated by Federal and State entities,
and RHG from time to time.
III. RHG'S OBLIGATIONS
III.1 Marketing to Payors. RHG shall enter into agreements with Payors;
---------------------
implement systems to respond to Payors, Customers and Member Providers requests
for information; provide clarification of policies concerning the operation of
Plans or Programs as defined by Payor Agreements; and assist Member Providers to
obtain information or clarification regarding the Plans or Programs. Member
Provider agrees to work in cooperation with RHG to market the services of the
Member Providers to Payors.
III.2 Utilization Review and Quality Assurance Programs. Payor or RHG may
------------------------------------------------------
establish Utilization Review and Quality Assurance Programs. Such programs shall
be in accordance with the Standards and Guidelines established by RHG as
outlined in Exhibit A, which may be amended from time to time upon written
notice to Member Provider.
32
III.3 Credentialing. RHG will perform and/or delegate to qualified organizations
-------------
credentialing of each Member Provider to be included under this Agreement.
Credentialing may include verification of all information and documents provided
in the application for participation and investigation, including but not
limited to verification with all state and national licensing and certifying
bodies that apply to the services rendered by the Member Provider, such as
JCAHO, AAAHC, NCQA, CLIA, URAC, etc. Inquiries may also be made to current and
previous professional liability carriers, Medicare and Medicaid.
III.4 Operational Functions. RHG shall assign a designated representative to
----------------------
be a liaison with the Member Providers and Payors to devote reasonable time and
effort to perform RHG's responsibilities hereunder. RHG shall arrange for claims
processing.
IV. REIMBURSEMENT, CLAIMS
SUBMISSION AND PAYMENT
IV.1 Reimbursement. RHG shall arrange for Payors to pay Member Provider the
-------------
reimbursement rates for services rendered to Qualified Participants pursuant to
Exhibit B. Member Provider agrees and acknowledges that RHG is acting solely in
an administrative capacity in providing a network of quality health services.
RHG is not the claims paying agent and will not be liable for the payment of any
amount owed by a Payor to Member Provider in the event that Member Provider is
unable to collect such amount of money.
In the instance medical services are determined to be
non-covered/non-compensable, Provider shall use best efforts to make any payment
arrangements with the Qualified Participant prior to rendering services. In the
event that services have already commenced, a payment agreement would be put in
place immediately for non-covered services by Provider for Qualified
Participant.
IV.2 Reimbursement Rates. Member Provider is to be paid by the Payor according
-------------------
to the rates established in Exhibit B. Member Provider hereby agrees that rates
in Exhibit B, which may be amended from time to time upon mutual agreement,
represent the total amount to be received and agrees to look solely to the Payor
for payment for such services. Payment will be made for healthcare services
actually rendered. All claims will be paid, when appropriate, only after
submission of a complete and accurate claim. RHG does not guarantee and makes no
guarantees, representations, warranties or covenants regarding the selection or
use of Member Provider's services by any Qualified Participant or Payor, or the
number of patients, if any, which may result from participation in RHG's
provider network. The obligation of a Payor to reimburse Member Provider in
accordance with Exhibit B for the provision of services to a Qualified
Participant shall be conditioned upon a good faith determination by the Payor or
its designated representative that (i) Member Provider is in compliance with the
Payor's utilization management program, and (ii) such services are medically
necessary.
IV.3 Claim Forms. Claim forms are required for all services. All claims must
------------
be submitted complete and accurate on HCFA 1500 or UB 92 and in the manner
designated by RHG and must include billed charges (not discounted rates) and
appropriate codes, consistent with policies established or approved by RHG or
the applicable state regulations. All claims must be submitted within ninety
(90) days, or within such time period from the date of service, or as specified
by RHG or its designee. In the event that Member Provider is unable to submit a
claim in accordance with this Section IV.3, as a result of factors not within
Member Provider's reasonable control, Member Provider shall notify RHG in
writing of the cause of Member Provider's inability to submit the claim and RHG
may waive the provisions of this Section IV.3.
IV.4 Limited Recourse Against Qualified Participants. Except as otherwise
---------------------------------------------------
provided in this Agreement (Section I.9), Member Provider agrees to seek
payment from each Payor for services provided to its Qualified Participants, and
agrees that it will not seek additional payments or reimbursement from Qualified
Participants. In addition, Member Provider agrees that neither RHG, the Payor
nor the Qualified Participant shall be billed or ultimately held responsible for
payment for services deemed not to be covered by RHG or its designee unless,
prior to providing such services, the Qualified Participant has been informed
that (i) the services(s) to be provided are not covered, and (ii) that the Payor
will not pay for such services, and (iii) that the Qualified Participant will be
financially liable for such services, and (iv) the Qualified Participant
voluntarily agrees, in writing, to pay for such services. When Qualified
Participant is covered by a state or federally regulated workers' compensation
program, Member Provider agrees to comply with state and federal regulations
regarding holding Qualified Participants harmless for amounts not paid by Payor
for any reason, including Payors insolvency.
33
In the event that services are considered to be a covered benefit and the Payor
does not make payment, Member Provider reserves the right to seek payment from
the Qualified Participant unless the Qualified Participant is covered by a state
or federal workers' compensation program.
IV.5 Payment of Claims. RHG shall administratively arrange for the Payor or its
-----------------
designated representative to pay undisputed claims which are accurate, complete
and comply with the Agreement within the shorter of (i) the time period mandated
by state law, or (ii) the time period established by the applicable Payor
Agreement.
IV.6 Erroneous Payment. In the event that a Payor and/or its designated
------------------
representative pays the Member Provider (i) more than once, or (ii) an incorrect
amount, or (iii) an overpayment, the Payor or its designated representative may,
at its sole option and discretion, request the return of such amount from Member
Provider or off set the amount of such overpayment against any amounts owed to
Member Provider by the Payor.
V. HOSPITAL/FACILITY ADMISSIONS
If a Qualified Participant requires non-emergency hospital/facility admission by
Member Provider, Member Provider shall verify the patient's status as a
Qualified Participant and secure authorization for such admission prior to the
admission in accordance with the applicable Utilization Review and Quality
Assurance Program, and when appropriate arranged for Member Providers to
participate in the treatment process. For all Qualified Participants a Member
Provider who does not secure the required prior authorization or comply with
continuing stay review processes under the applicable Utilization Review and
Quality Assurance Program, may be denied payment for services associated with
the Qualified Participant's admission. Finally, Member Provider agrees to
cooperate and participate in a coordinated discharge planning program as may be
established by RHG or applicable Payor.
VI. INSURANCE AND INDEMNIFICATION
VI.1 Insurance Requirement. Member Provider shall provide and maintain such
----------------------
policies of professional liability insurance, in a form and with insurance
carriers acceptable to RHG. The amounts and extent of such insurance
coverage shall be in the amounts determined by community standards for relevant
hospital/facilities and shall be subject to the approval from time to time of
RHG. If such coverage is under a "claims-made" policy, Member Provider agrees
to provide and maintain such insurance coverage or a "tail" policy in the same
amounts following the termination of this Agreement. Member Provider shall
promptly demonstrate evidence of insurability and that the required insurance is
paid and in force upon request of RHG.
VI.2 Indemnification of RHG. Member Provider hereby indemnifies and holds
------------------------
harmless RHG from and against any claim, loss, damage, cost, expense or
liability arising out of or related to the performance or nonperformance by
Member Provider, or Member Provider's partners, employees or independent
contractors, of any services to be performed or provided by Member Provider
under this Agreement, including but not limited to (i) liabilities unrelated to
the practice of the profession of medicine by Member Provider, or (ii) medical
malpractice liability arising during periods in which Member Provider has failed
to maintain the malpractice coverage required by Section VI.1.
VI.3 Indemnification of Member Provider. RHG hereby indemnifies and holds
-------------------------------------
harmless Member Provider from and against any claim, loss, damage, cost, expense
or liability arising out of or related to the performance or nonperformance by
RHG, or RHG's officers, directors, employees, or independent contractors, of any
service to be performed or provided by RHG under this Agreement.
VII. TERM AND TERMINATION
VII.1 Term. The term of this Agreement shall be for one (1) year from the date
----
hereof and shall be automatically renewed on an annual basis for successive
twelve (12) month periods, unless sooner terminated in accordance with Section
VII.2.
VII.2 Termination. This Agreement may be terminated sooner on the first to occur
-----------
of the following:
VII.2.1 Termination by Member Provider. Member Provider may terminate this
---------------------------------
Agreement in the event of a material default or breach of RHG's obligations
hereunder, upon thirty (30) days prior written notice and the failure of RHG to
cure such breach or default within such thirty (30) day period. In addition, in
the event of an "emergency situation", Member Provider
34
may terminate the Agreement upon thirty (30) days prior written notice and the
acknowledgment by RHG that such an emergency condition does exist. "Emergency
Situation" shall mean an unforeseeable event, not resulting from Member
Provider's act or omission, which materially affects Member Provider's ability
to continue the practice of medicine or to perform his obligations hereunder.
VII.2.2 Termination by RHG. A Member Provider shall automatically be
--------------------
terminated on the date when: (i) Member Provider's license in the State where
services are rendered is suspended or revoked, (ii) Member Provider is excluded
from participation in the Medicaid or Medicare programs, (iii) Member Provider
losses their JCAHO, NCQA, AAAHC, URAC, CLIA or other applicable license,
certification and/or accreditation, (iii) Member Provider loses or experience a
material reduction in liability insurance, (iv) Member Provider engages in any
act, omission, demeanor or conduct that is reasonably likely to be detrimental
to patient safety or to the delivery of quality patient care, or to lead to the
provision of healthcare services below applicable standards, or (v) thirty (30)
days following written notice by RHG of a material default or breach by Member
Provider hereunder and the failure of Member Provider to cure such default or
breach during such thirty (30) day period.
VII.2.3 Termination for Insolvency. This Agreement shall terminate immediately
--------------------------
in the event that either RHG or Member Provider voluntarily or involuntarily,
liquidates, dissolves or becomes subject to any proceeding for the
rehabilitation or conservation of their financial affairs.
VII.2.4 Termination by Either Party. Either party may terminate this Agreement
---------------------------
without cause upon one hundred and twenty (120) days prior written notice.
VII.2.5 Unforeseen Events. In the event that either party's ability to perform
-----------------
their obligations under this Agreement is substantially interrupted by war,
fire, insurrection, riots, the elements, earthquake, acts of God, or other
similar circumstances beyond the reasonable control of such party, the party
shall be relieved of those obligations for the duration of the interruption upon
notice to the other party. In the event that the interruption is reasonably
determined likely to persist for at least ninety (90) days, either party may
terminate this Agreement upon thirty (30) days prior written notice.
VII.3 Effects of Termination. Upon termination of this Agreement, neither
------------------------
party shall have any further obligation hereunder except for (i) obligations
accruing prior to the date of termination, including without limitation, any
obligation by Member Provider to continue to provide healthcare services to
Qualified Participants, and (ii) obligations, promises or covenants contained
herein which are expressly made to extend beyond the term of this Agreement.
VII.4 Qualified Participant and Payor Notification. Upon the termination of
------------------------------------------------
this Agreement, by either party, Member Provider shall cooperate with RHG to
notify Qualified Participants and Payors of such termination.
VIII. CONTINUATION OF BENEFITS
VIII.1 Continuation of Benefits. Upon termination of this Agreement, Member
--------------------------
Provider shall continue to provide services in accordance with this Agreement to
any Qualified Participant currently undergoing treatment by Member Provider,
until a medically appropriate transfer of care has been accomplished provided,
however, that Member Provider shall exercise best efforts to accomplish such
transfer within thirty (30) days after the date this Agreement terminates.
Member Provider will be reimbursed for any such services in accordance with the
terms of this Agreement.
VIII.2 Survival. The provisions of this Article VIII shall survive the
--------
termination of this Agreement regardless of the cause giving rise to such
termination, as will sections II.8,VI.2, VI.3, VII.3, IX, and X. The provisions
of this Article VIII supersede any oral or written agreement to the contrary now
existing or hereafter entered into between Member Provider and any Qualified
Participant or any person acting on a Qualified Participant's behalf.
IX. CONFIDENTIALITY
All business, medical and other records relating to the operation of RHG,
including, but not limited to, books of account, general administrative records,
policies and procedures, pricing information, terms of this Agreement and all
information generated and/or contained in management information systems owned
by or pertaining to RHG, and all systems, manuals, computer software and other
materials, but excluding patient charts, shall be and remain the sole property
of RHG (collectively, the "Confidential Information"). Member Provider
acknowledges that the Confidential Information and all other
35
information regarding RHG that is competitively sensitive is the property of RHG
and RHG may be damaged if such information was revealed to a third party.
Accordingly, Member Provider agrees to keep strictly confidential and to hold in
trust all Confidential Information. Upon termination of this Agreement by either
party for any reason whatsoever, Member Provider shall promptly return to RHG
all material constituting Confidential Information or containing Confidential
Information, and Member Provider will not thereafter use, appropriate, or
reproduce such information or disclose such information to any third party.
Member Provider specifically agrees that under no circumstances will Member
Provider discuss the terms and conditions of this Agreement, and in particular
the pricing information herein, with any other Member Provider, healthcare
provider or purchaser of healthcare services.
X. MISCELLANEOUS
X.1 Disputes. All disputes and difference between the Member Provider and RHG
--------
upon which an amicable understanding cannot be reached are to be decided by the
following method:
X.1.1 Mediation through RHG. The Member Provider shall notify RHG in writing of
---------------------
the dispute or disagreement, it shall supply RHG with all pertinent information
and state its position on the dispute. Upon receipt of this information, RHG
will immediately contact Payor and require the same information. RHG will then
attempt to mediate the dispute to the mutual satisfaction of all parties. If
mediation is not possible within a reasonable time, not to exceed thirty (30)
days from the time of first notice, the following procedure will apply:
X.1.2 Arbitration. If the dispute cannot be solved by the mediation process
-----------
described above, either the Member Provider, RHG or Payor may elect to submit
the dispute to binding arbitration under the rules of the American Arbitration
Association or any other method of arbitration mutually agreed upon by the
parties. Arbitration will be conducted in Houston, Texas. Each party will be
responsible for their own legal fees. The cost of the arbitration services will
be the sole responsibility of the party requesting the arbitration.
X.2 Non-Exclusivity. Nothing in this Agreement shall be construed to restrict
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Member Provider or RHG from entering into other contracts or agreements to
provide healthcare services to Payors or other healthcare delivery plans,
patients, and employer groups.
X.3 Entire Agreement. This Agreement contains the entire understanding of the
-----------------
parties and supersedes any prior understandings and agreements, written or oral,
respecting the subjects discussed herein.
X.4 No Waiver. The waiver by either party of a breach or violation of any
----------
provision of this Agreement shall not operate as or be construed to be a waiver
of any subsequent breach hereof.
X.5 Regulatory Compliance. Member Provider and RHG agree that each shall
----------------------
comply with all applicable requirements of municipal, county, state and federal
authorities, all municipal and county ordinances and regulations, and all
applicable state and federal statutes and regulations, now or hereafter in force
and effect, governing RHG, Member Provider the provision of services of by
Member Provider, and/or Payors, including but not limited to applicable
requirements under any state or federal fair employment practices, equal
employment opportunity, or similar laws declaring discrimination in employment
based upon race, color, creed, religion, sex, or national origin as illegal,
and, Titles VI and VII of the Civil Rights Act of 1964, Section 202 of Executive
Order 11246 as amended by Executive Order 11375, Sections 503 and 504 or the
Rehabilitation Act of 1973 and Title IV of the Vietnam Era Veterans Readjustment
Assistance Act of 1974, and Sections 1 and 3 of Executive Order 11625, or any
applicable rule or regulation promulgated pursuant to any such laws or orders.
X.6 Governing Law. This Agreement shall be governed by and construed in
--------------
accordance with applicable Texas State law.
X.7 Amendments. This Agreement may be amended by RHG upon thirty (30) days
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written notice of such proposed amendment. Failure of Member Provider to
provide written objection to such amendment within the thirty (30) day period
shall constitute Member Provider's approval of such amendment.
X.8 Severability. The invalidity or un-enforceability of any term or condition
------------
hereof shall in no way affect the validity or enforceability of any other term
or provision.
36
X.9 Assignment. Member Provider may not assign or otherwise transfer any right
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or delegate any duty of performance hereunder, in whole or in part without the
prior written consent of RHG. RHG retains the right to assign this Agreement,
in whole or in part, to any entity with which RHG or its parent company or any
of its subsidiaries is affiliated, or with which it merges or consolidates.
X.10 Third Party Beneficiaries. Except for Payors and the agents thereof, there
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are no third party beneficiaries of this Agreement.
X.11 Captions. The captions and headings contained in this Agreement are for
--------
reference purposes only and shall not affect in anyway the meaning or
interpretation of this Agreement.
X.12 Execution of Counterparts. This Agreement may be executed in any number
---------------------------
of counterparts, including facsimiles, each of which shall be deemed to be an
original as against any part whose signature appears thereon, and all of which
shall together constitute one and the same instrument.
X.13 Partial Invalidity. If any part, clause or provision of this Agreement is
------------------
held to be void by a court of competent jurisdiction, the remaining provisions
of this Agreement shall not be affected and shall be given construction, if
possible, as to permit it to comply with the minimum requirements of any
applicable law, and the intent of parties hereto.
X.14 Official Notices. Any notice or communication required, permitted or
-----------------
desired to be given hereunder shall be deemed effectively given when personally
delivered or mailed, return receipt requested, or overnight express mail
addressed as follows:
Member Provider or Representative/Designee:
(Please Print)
Name:
-----------------------------------------------
Organization:
---------------------------------------
Address:
--------------------------------------------
City/State/Zip:
-------------------------------------
Telephone:
------------------------------------------
Fax:
------------------------------------------------
Organization:
Rockport Healthcare Group, Inc.
Attn: Director of Provider Relations
00 Xxxxx Xxxxxx Xxxx, Xxxxx 000X
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
or to such other address, and to the attention of such other person(s) or
officer(s) as either party may designate by written notice.
37
IN WITNESS WHEREOF, the undersigned will be deemed to have executed this
Agreement as of the date this Agreement is signed by RHG.
FOR AND ON BEHALF OF:
ROCKPORT HEALTHCARE GROUP, INC.
00 XXXXX XXXXXX XXXX, XXXXX 000X
XXXXXXX, XX 00000
-------------------------------------------------
DATE:
--------------------------------------------
FOR AND ON BEHALF OF:
MEMBER PROVIDER OR REPRESENTATIVE/DESIGNEE
SIGNATURE:
----------------------------------------
NAME:
---------------------------------------------
(PRINT)
TIN:
----------------------------------------------
DATE:
---------------------------------------------
38
EXHIBIT "C"
QUALITY MANAGEMENT PROGRAM
SCOPE
The Quality Management Program is designed to assure an objective, systematic
and unbiased monitoring and evaluation of the utilization management review
process. It is responsible to the clients for whom it performs its functions
within the rules and regulations set forth both by state and federal agencies.
OBJECTIVES
The objectives of the Quality Management Program are to:
- To assure compliance with state and federal rules and regulations;
- To promote accurate determinations based on the individual worker's claim;
- To utilize accepted medical criteria to evaluate the claimant injuries,
care and treatment; and
- To consistently monitor reviews using a process that includes the use of
standards, indicators, and outcomes.
PROCEDURE
The Quality Management Program will meet its objectives by:
- Defining those person(s) responsible for the Quality Management Program and
its implementation;
- Defining the scope of services, products offered, patient population
served, and objective criteria used to define the service;
- Defining the staff qualifications and credentials. Assuring processes are
in place to resolve problems related to customer service issues and improve
outcomes;
- Describing evaluations of activities implemented to improve service and the
effectiveness of the actions, and
- Describing the appropriate documentation and reporting of findings related
to monitoring process within the organizational structure and standards.
QUALITY MANAGEMENT STANDARDS
- Confidentiality
- Accessibility
- Criteria Based Review
- Collaboration
- Performance Evaluation
- Education
- Program Evaluation
AUTHORITY
The execution of the Quality Management Program is the responsibility of each
employee. The Quality Management Committee (the "QM Committee") directs the
company's Quality Management Program. This standing committee has been
established with its authority stemming from the EOS Medical Director.
COMPOSITION OF QM COMMITTEE
- The Medical Director is the chairperson of the QM Committee. Members
include on Physician Advisor, the Director of the Practice
- Management and Case Management Products, and at least two designated
CMs/URNs.
- Removal or replacement of a member of the QM Committee occurs at the
recommendation of the chairperson, subject to the approval of the majority
of the members.
- The Director appoints designated CMs/URNs.
39
- The Chairperson, subject to approval of the majority, shall accomplish
removal of a CM/URN.
FUNCTION
The QM Committee establishes and implements a program to include, but is not
limited to the following:
- The establishment and performance of a program that adheres to the federal,
state, and accreditation standards;
- Review of all new policies and procedures related to implementation of
quality monitoring, audits and outcome measures;
- Review of quality reports submitted by departments, which measure adherence
to standards;
- Providing direction to staff on adherence to quality service and programs;
- Monitoring provider performance in relation to utilization practices within
the PPO bylaws and the state and federal regulations;
- Identifying questionable utilization patterns of a specific physician,
group of physicians, other health professional, or supportive services;
- Forwarding all providers issues to the Medical Committee for review;
- Adoption, adaptation and/or development of medical criteria used in the
evaluation of encouragement of appropriate utilization; and
- When review criteria from a source other than the defined source is
recommended, it will be made available to the PPO providers.
FREQUENCY OF MEETINGS
Meetings of the QM Committee will be held quarterly on the third Wednesday
following the end of the preceding quarter.
MINUTES AND REPORTS OF THE QM COMMITTEE
Minutes shall be kept on all meetings and records shall be maintained. These
records shall include:
- Those members in attendance;
- The chart or case number of any case reviewed and/or the provider number of
any physician pattern reviewed;
- The standards, indicator and outcomes presented, the recommendations
discussed, time frames for implementation and the designated individual(s)
responsible for implementation;
- Studies reviewed, including the design, parameters, sample size and
estimated date of completion. If the study has been completed, the records
must show the results of the studies of and the recommendations of the QM
Committee; and
- If follow up is necessary, the date of corrective action(s), implementation
plan(s) and designated persons responsible shall be clearly identified.
NON-DISCIPLINARY ROLE
The QM Committee has no authority to discipline or reprimand any member of the
medical staff. Such authority is the responsibility of the Medical Executive
Staff and bound by the contract set forth in the PPO agreement.
40
EXHIBIT "D"
COMPENSATION TO NETWORK
FHMRM shall pay NETWORK ** percent (**%) of FHMRM'S actually received NETWORK
Revenue. NETWORK Revenue is FHMRM's actual cash receipts, less any amounts
refunded, compromised or adjusted, generated by charging Payors a percentage of
Savings achieved through repricing of Participating Providers' medical bills as
provided in this Agreement. Savings is defined as the difference between Billed
Charges and the lesser of (a) Fee Schedule or (Usual and Customary Charges as
determined by FHMRM where Covered Services are not included in the applicable
Fee Schedule); (b) Contract Charges; or (c) Billed Charges less duplicate
charges.
FHMRM shall have full control of and discretion as to the collection, refund,
adjustment or compromise of any or all of its clients' accounts.
41
