HERITAGE NY MEDICAL GROUP
ANCILLARY PROVIDER AGREEMENT
This ANCILLARY PROVIDER AGREEMENT ("Agreement") is made and entered into this
fifteenth (15th) day of January, 1998, by and between HERITAGE NEW YORK
MEDICAL GROUP, P.C., a Professional Corporation ("HNYMG") having its principal
place of business at 0000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000 and CDS
Health Management, Inc. ("CDS/Provider"), having their principal place of
business at 0000 Xxxxxxxxx Xxxxx Xxxxx, Xxxxxx, XX 00000-0000.
RECITALS
WHEREAS, HNYMG intends to enter into agreements with health maintenance
organizations which pay HNYMG on a capitated basis and who are licensed under
the laws of the State of New York, and other purchases of health care for the
provision of medical services ("Plan(s)") to persons enrolled as enrollees
("Enrollees") of Plans; and
WHEREAS, HNYMG and CDS desire to enter into a contract whereby CDS agrees to
provide Diabetic Supplies and Services (Health Care Services) on behalf of
HNYMG to Enrollees of Plans which contract with HNYMG;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
ARTICLE I
SERVICES TO BE PERFORMED BY THE
CDS HEALTH MANAGEMENT, INC.
1.1. Definitions: Defined terms shall have the meanings given to them
in Attachment A.
1.2. Health Care Services: CDS agrees to provide Health Care Services
to each Plan with which HNYMG has contracted.
1.3. Assistants: CDS shall, at its own cost and expense, employ
Professional(s) to supervise such nonprofessional assistants or any and all
other employees as CDS deems necessary to perform Health Care Services pursuant
to this agreement.
ARTICLE II
REPRESENTATIONS
2.1. CDS hereby warrants and represents that they are a Provider or
Professional Corporation, licensed to provide Health Care Services in the State
of New York, and that said license(s) have not been restricted or limited.
2.2. CDS hereby warrants and represents that any affiliated Specialist
Professionals it may hire shall hold Board Certification status in their
specialty, are credentialed for any subspecialty services, and have DEA
certifications respectively without restrictions or limitations. If any
agreement(s) between HNYMG and contracting Plan(s) have additional requirements
as to qualifications of the Provider or Specialist Professional, CDS will use
those members that fulfill those qualifications.
2.3. CDS warrants and represents that all such Specialist Professionals
including those providing on-call coverage must be credentialed by HNYMG and
Plans contracted to HNYMG in order to provide Health Care Services to Enrollees.
2.4. CDS warrants that it has authority to execute this Agreement and
bind Providers and/or Specialist Professional to the contents contained herein.
2.5. CDS shall furnish health care services (hereinafter "Health Care
Services") to all HNYMG members. All Health Care Services furnished to Members
shall be provided only upon referral from the Member" primary care physician or
upon prior approval of the HNYMG Medical Director. Likewise, any additional
referrals of Members by CDS to a physician or other health care provider
requires prior authorization by the Member's primary care physician or the HNYMG
Medical Director. Provider agrees to furnish Provider Services with the same
standard of care, skill and diligence customarily used by providers of such
services within the HNYMG service area.
ARTICLE III
COMPENSATION
3.1. Compensation Formula: HNYMG shall pay CDS for Health Care Services
provided to Enrollees (Attachment "A") pursuant to this Agreement, amounts set
forth in "Schedule A" attached hereto and made a part hereof for Commercial and
Senior Medicare Enrollees.
3.2. Timing of Payment of Compensation: HNYMG shall pay CDS the fee set
forth in Section 3.1 hereof. CDS shall submit to HNYMG within sixty (60) days
following the provision of Health Care Services to an Enrollee a complete
statement by services and charges (HCFA 1500 or its successor) for those Health
Care Services provided to an Enrollee. Statements submitted beyond sixty (60)
days will not be reimbursed. HNYMG shall pay CDS in accordance with the rates
established in "Schedule A," or as otherwise provided in the Agreement within
forty-five (45) days of receipt of a clean claim for Commercial and within HCFA
guidelines for Medicare Enrollees.
3.3. Hold-Harmless Clause: CDS hereby agrees that in no event,
including, but not limited to nonpayment by HNYMG, HNYMG insolvency, or breach
of this Agreement, shall CDS or affiliated Professional(s) xxxx, charge, collect
a deposit from, seek compensation, remuneration, or reimbursement from, or have
any recourse against Subscriber, Enrollee, or persons other than HNYMG acting on
their behalf for services provided pursuant to this Agreement. This provision
shall not prohibit collection of supplemental charges made in accordance with
the terms of the agreement between HNYMG and Plan.
CDS further agrees that: (1) this provision shall survive the
termination of this Agreement regardless of the cause giving rise to termination
and shall be construed to be for the benefit of the HNYMG Subscriber/Enrollee,
and that (2) this provision supersedes any oral or written contrary agreement
now existing or hereafter entered into between CDS or Provider and Subscriber,
Enrollee, or persons acting on their behalf.
3.4. Patient Billing: CDS shall look only to HNYMG for compensation for
Covered Services and shall at no time seek compensation from Enrollees for
Covered Services. No surcharge to any Enrollee shall be permitted. A surcharge
shall, for purposes of this Agreement, be deemed to be any additional fee not
provided for in the Enrollee Plan contract and Evidence of Coverage.
3.5. Non-Covered Services: HNYMG recognizes that Enrollees may request
Non-Covered Services. CDS may xxxx, and collect from Enrollee those amounts for
Non-Covered Services if CDS has received a denial of authorization from HNYMG
and has informed the Enrollee in writing prior to delivery of services that the
service is not a Covered Service.
3.6. Patient Responsibility: CDS shall xxxx and collect all applicable
co-payments and deductibles specifically permitted in an Enrollee/Plan Contract
from the Enrollee. CDS shall further xxxx and collect all charges from an
Enrollee for those Non-Covered Services provided to an Enrollee pursuant to
Section 3.5.
ARTICLE IV
COORDINATION OF BENEFITS
4.1. When the primary and secondary benefits are coordinated,
determination of liability will be in accordance with usual procedures employed
by the New York Department of Insurance and applicable state regulations. CDS
agree to cooperate in the Coordination of Benefits.
ARTICLE V
OBLIGATIONS OF CERTIFIED DIABETES SERVICES INC.
5.1. CDS shall provide Health Care Services to all Enrollees referred
by NYMG Participating Physicians unless:
a) CDS or Provider is a provider under the terms of this Agreement
and has provided HNYMG with a minimum of ninety (90) days' prior written notice
of Certified Diabetes Services Inc.'s intent to refuse to accept additional
Enrollees in accord with Article VIII and Section 10.1; or
b) CDS has terminated this Agreement to provide services under the
terms provided herein with proper written notice as defined in Article VIII and
section 10.1.
5.2. Hours: CDS agrees to be available to provide Health Care Services
during normal office hours and to provide coverage for said services after hours
365 days a year or arrange for coverage with a like specialty professional who
has been credentialed by HNYMG and who accepts the terms of reimbursement as
defined by this Agreement.
5.3. Malpractice Insurance: CDS shall separately provide, at its sole
cost and expense, through the entire term of this Agreement, a policy of
malpractice liability insurance with a licensed insurance company admitted to do
business in the State of New York in a minimum amount of One Million Dollars
($1,000,00.000) per claim and Two Million Dollars ($2,000,000.00) in the annual
aggregate, to cover any loss, liability or damage alleged to have been committed
by CDS or Provider, agents, servants or employees of CDS. CDS shall have a
"tail" policy for a period of no less than five (5) years following the
effective termination date of the foregoing policy if said policy is a "claims
made" policy. Said "tail" policy shall have the same policy limits as the
primary liability policy.
5.4. Proof of Insurance: CDS agrees to immediately notify HNYMG if such
liability insurance is canceled, denied or not renewed for any reason, and to
notify HNYMG immediately of any claims related to services provided to Enrollee
against CDS or CDS's employees or agents. Upon reasonable request of HNYMG, CDS
shall furnish to HNYMG, written evidence that the policy of insurance required
under Section 5.3 hereof is in full force and effect, and valid and existing in
accordance with the provisions of said paragraph.
5.5. CDS Licensure: CDS shall maintain the necessary business licenses,
including, but not limited to CDS's license to provide health care in the State
of New York, and to ensure that all of the CDS employees and agents do the same
as appropriate. If at any time during the term of this Agreement, CDS's license
to provide Health Care Services in the State of New York is suspended,
conditioned or revoked, this Agreement shall terminate immediately and become
null and void and of no further force or effect, except as provided otherwise
herein as of the date of the suspension, condition or revocation of CDS's
license, without regard to whether or not such suspension, condition or
revocation has been finally adjudicated. CDS agrees to notify HNYMG as soon as
CDS becomes aware of any suspension, condition, or revocation placed on CDS's
license to provide Health Care Services in the State of New York or any similar
disciplinary action initiated against any person employed by or associated with
CDS who provides Covered Services. If at any time an affiliated Professional
shall have their license to practice health care or medicine in the State of New
York suspended, conditioned or revoked, CDS shall immediately notify HNYMG and
shall immediately stop Provider from providing Covered and Non-Covered Services
to Enrollees, without regard to whether or not suspension, condition or
revocation has been finally adjudicated.
5.6. Notifications: CDS must immediately advise HNYMG in writing of:
a) Any suspension, revocation or relinquishment, whether voluntary
or involuntary, of CDS's hospital admitting privileges or license to practice
health care or medicine or prescribe drugs;
b) Any investigatory, disciplinary or other action or proceeding
against CDS, for which CDS becomes aware, by any licensing authority, medical
professional organization or government agency, including but not limited to the
state of and federal agencies that administer Medicare and Medicaid;
c) Any act, omission or conduct by CDS for which its license to
provide health care or medicine or prescribe drugs, status as a participating
provider under Medicare or Medicaid, or membership in any professional
organization, could be revoked or suspended; or
d) any materially false or misleading statement or material
omission by CDS or Provider in connection with being credentialed or
recredentialed as an HNYMG Provider.
5.7. Compliance with HNYMG Policies: CDS agrees to cooperate with any
written administrative programs and procedures, including credentialing
requirements, utilization management, quality management, patient satisfaction
studies, outcomes research and similar activities which may be adopted by HNYMG
regarding the performance of Covered Services pursuant to this Agreement and
provided to CDS, including Plan grievance procedure.
5.8. Obligation to Bind CDS Inc.'s Employees: HNYMG's obligations under
this Agreement are expressly conditioned upon CDS Inc.'s causing each Provider
to secure the agreement of all persons employed by or associated with the
Provider who may render Covered Services to Enrollees, to be subject to the
requirements of the Agreement as if each had executed the Agreement
individually. At HNYMG's request and assistance, CDS agrees to cause each
Professional to participate in promotional activities and assist in the process
to enroll Medicare patients who wish to assign themselves to a Plan.
5.9. CDS Roster: CDS agrees that HNYMG and each Plan which contracts
with HNYMG may use CDS Inc.'s including Provider, name, address, phone number,
type of practice and willingness to accept new patients in the HNYMG or Plan
roster of Provider participants. The roster may be inspected by and is intended
to be used by prospective patients, prospective HNYMG physicians and others.
HNYMG may utilize the CDS Inc.'s name(s) for normal promotion and advertisement.
CDS may list HNYMG's name, address and telephone number as a payor on a list of
payors or in reference to its network participation in informational literature
and materials only. Any other use of HNYMG's name, logo or trademark may be used
only with prior written consent of HNYMG.
At HNYMG's request and assistance, CDS agrees to participate in
promotional activities and assist in the process to enroll Medicare patients who
wish to assign themselves to a Plan.
5.10. Compliance with New York and Federal Statutes: CDS agrees to
cooperate with HNYMG so that HNYMG may meet any requirements imposed on HNYMG by
state and federal law, as amended, and all regulations issued pursuant thereto.
CDS agrees to maintain such records and provide such information to HNYMG or, to
agencies, for compliance as may be required. Such obligations shall not be
terminated upon termination of this Agreement. CDS agrees to permit HNYMG,
contracting Plans, or HNYMG's authorized representative at all reasonable times
to have access upon request to books, records and other papers relating to
Health Care Services rendered by Provider, and access to the cost thereof and to
the amounts of any payments received from Enrollees or from others on such
Enrollee's behalf.
CDS agrees to retain such books and records for a term of at least
seven (7) years from and after the termination of this Agreement or a longer
period if required by law or regulation and agrees to permit access to and
inspection by HNYMG, contracting Plans, the New York Department of Health, the
United States Department of Health and Human Services at all reasonable times
and upon demand, of all of those facilities, books and records maintained or
utilized by CDS or Provider in the performance of Health Care Services pursuant
to this Agreement.
5.11. Nondiscrimination: CDS agrees to: (1) not to differentiate or
discriminate in its provision of Health Care Services to Enrollees because of
race, color, national origin, ancestry, religion, sex, marital status, sexual
orientation, or age; and (2) to render Health Care Services to Enrollees in the
same manner, in accordance with the same standards, and within the same time
availability as offered to non-Plan patients consistent with existing medical
ethical/legal requirements for providing continuity of care to any patient.
5.12. Cooperation with Medical Directors: CDS agrees to cooperate with
Medical Directors, including Plan Medical Directors, in the review of the
quality and appropriateness of care administered to Enrollees.
5.13. Compliance with HNYMG Pharmaceutical Formularies: CDS shall
comply with pharmaceutical formularies developed and/or adopted by HNYMG and
Plans.
5.14. Referral Services: CDS agrees to refer only to Participating
Providers, except in the case of a medical Emergency. Pre-authorization
notification is required for the following: non-Emergency inpatient or
outpatient Covered Services, referrals to participating or non-participating
health Care Physicians and other health care providers.
If, due to the severity of the Emergency, prior authorization cannot
be obtained, CDS shall act appropriately in Enrollees best medical interest
and notify HNYMG as soon as possible, but in no instance shall notification be
later than 24 hours of rendering Covered Services by Provider, or other
healthcare provider or admission to a hospital. Notification received after 24
hours may result in non-payment for said services by HNYMG, at their sole
discretion, based on medical necessity.
5.15. Verification of Member Eligibility: CDS agrees to admit Enrollees
or render any services other than Emergency Covered Services only upon the
verification of eligibility and an authorization number for services from HNYMG.
Eligibility may be verified directly by on-line connection with HNYMG. Should
CDS be unable to ascertain the eligibility of a patient who holds
himself/herself out to be an HNYMG Enrollee, CDS shall render immediate and
necessary care on a good faith basis. At the first available opportunity,
eligibility shall be verified by CDS. If the patient proves not to be an
eligible HNYMG Enrollee, CDS shall collect the amount due from the patient.
5.16. Encounter Data: CDS, whether compensated on a discounted fee
basis or capitated, agrees to submit to HNYMG, on a monthly basis, encounter
data by type of Health Care Service provided on a HCFA 1500 form, which
specifies professional and ancillary care and which contains a statement of fee
for service charges. CDS agrees to submit such encounter data to HNYMG by the
10th of the month following the month in which Health Care Services were
rendered.
ARTICLE VI
RECORDS
6.1. Disclosure of Credentialing Information and Records: If requested,
CDS hereby authorizes HNYMG to release any and all information, records and
reports specific to CDS, including CDS qualifications and credentialing
information to Plans, governmental licensing agencies, or accreditation agencies
without CDS's prior written consent.
6.2. Maintenance and Retention of Records: CDS shall maintain medical
records that are accurate, complete, up-to-date, organized and otherwise in
conformance with good medical practice, so as to permit effective patient care
and quality review. Such records shall be retained for a period of seven (7)
years from the last date of treatment, or a longer time period if required by
law or regulation.
6.3. Access to Enrollee Medical Information: CDS shall comply with all
applicable laws, Professional standards and HNYMG policies regarding
confidential treatment of Enrollee medical information. Subject to and in
accordance with the foregoing, CDS shall make available to HNYMG and Plans at no
cost, other than the cost of copies, all Enrollee medical information required
by either of them for purposes of quality management and improvement (including
medical record review and peer review), utilization management (including case
management), adjudication of Enrollee claims, and resolution of complaints.
ARTICLE VII
TERM OF AGREEMENT
7.1. Term: This Agreement will become effective on the date executed by
HNYMG and will be effective for a period of twelve (12) months thereafter. This
Agreement will automatically be renewed for successive periods of twelve (12)
months each on the same terms and conditions contained herein.
ARTICLE VIII
TERMINATION OF THE AGREEMENT
8.1. Termination: Notwithstanding any other provision of this
Agreement, HNYMG shall have the right to terminate this Agreement (1)
immediately upon written notice to CDs in the event that CDS shall be determined
by HNYMG to be in material violation or breach of the requirements of the
Agreement, and has failed to correct such violation or breach in seven (7)
calendar days, after notice by HNYMG, (2) if HNYMG reasonably determines that
the continuation of this Agreement may negatively affect the care rendered to
Enrollees, or (3) CDS or any person employed by or associated with CDS has
failed to maintain CDS liability insurance in the amount required in this
Agreement.
8.2. Termination Without Cause: This Agreement may be terminated by CDS
at the end of each month, without cause, by the giving of one hundred eighty
(180) days' prior written notice to HNYMG, unless a mutually accepted date is
agreed upon in writing. This Agreement may be terminated by HNYMG at any time,
without cause, by the giving of one hundred eighty (180) days' prior written
notice to CDS Inc., unless a mutually accepted date is agreed upon in writing.
8.3. Termination for Nonpayment: This Agreement may terminated by CDS
by the giving of thirty (30) days' prior written notice for undisputed and
uncorrected nonpayment by HNYMG to CDS Inc.
8.4. Termination of Agreement with Plan: In the event that the
Agreement to provide services between HNYMG and contracting Plan(s) is
terminated for any reason, HNYMG may terminate this Agreement on thirty (30)
days' prior written notice to CDS Inc.
8.5. Termination Mandated By Law: This Agreement may be terminated by
either party on thirty (30) days' written notice in the event that any court or
governmental agency determines that this Agreement violates any law or
regulation, or if such termination is expressly required by law. A shorter
notice period or no notice at all may be employed if required or ordered by any
court, governmental agency in authority or by legislative act.
8.6. Responsibility for Enrollees at Termination: CDS and each
affiliated Professional shall continue to provide Health Care Services to an
Enrollee who is receiving Health Care Services from CDS on the effective
termination date of this Agreement until the Health Care Services being rendered
to the Enrollee by CDS are completed (consistent with existing medical
ethical/legal requirement for providing continuity of care to a patient), unless
HNYMG or a Plan makes reasonable and medically appropriate provision for the
assumption of such Health Care Services by another Participating Provider. HNYMG
shall compensate CDS for those Health Care Services provided to an Enrollee at
the rate in effect at the time of this Agreement.
ARTICLE IX
OBLIGATIONS OF HNYMG
9.1. Utilization Review and Quality Assurance Procedure: HNYMG shall
provide to CDS the policies and procedures for HNYMG utilization and quality
management programs, including necessary forms. HNYMG shall establish a
Utilization Management Committee and a Quality Management Committee composed of
participating Providers to develop and oversee implementation of these programs.
9.2. Rights of Appeal: HNYMG shall establish an appeals process for
CDS's appeal of denials of payment for medical services rendered to Enrollees,
using an established appeals process.
9.3. Dispute Resolution Mechanism: HNYMG shall establish a dispute
resolution procedure for processing complaints or concerns of CDS, a
Professional, or Enrollee, including a formal grievance procedure. HNYMG shall
supply copies of such dispute resolution mechanism procedure to CDS.
9.4. Managed Care Education: HNYMG agrees to work with representatives
of CDS to develop and implement educational materials and programs for CDS and
Enrollees. Such programs may include: newsletter, training for Professional's
office staff, disease management programs, educational materials for Enrollees.
ARTICLE X
GENERAL PROVISIONS
10.1. Notices: Any notices required or permitted to be given hereunder
by either party shall be in writing. Notices given to CDS shall be deemed to be
received three (3) business days after having been deposited in the U.S. mail
with first class postage prepaid, or upon receipt whichever comes first, or upon
electronic confirmation of receipt of facsimile. Notices given to HNYMG shall be
deemed to have been received only upon actual receipt. Notices given pursuant to
termination of this Agreement of Section 5.4 or Section 5.5 of this Agreement
must be given by registered or certified mail, postage prepaid with return
receipt requested or overnight delivery service with tracking number. Notices
shall be addressed to the parties at the addresses appearing below, but each
party may change such party's address by written notice given in accordance with
this paragraph.
Heritage New York Medical Group Certified Diabetes Services, Inc.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000 0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxx, XX 00000 Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, PhD
TEL: (000) 000-0000
FAX: (000) 000-0000
10.2. Entire Agreement of the Parties: This Agreement supersedes any
and all agreements, either written or oral, between the parties hereto with
respect to the subject matter contained herein and contains all of the covenants
and agreements between the parties with respect to the rendering of Covered
Services. Each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, oral or otherwise, have been made by
either party, or anyone acting on behalf of either party, which are not embodied
herein, and that no other agreement, statement, or promise not contained in this
Agreement shall be valid or binding. Except as otherwise provided herein, any
effective modification must be in writing, signed by the party to be charged.
10.3. Amendment: If HNYMG wishes to amend this Agreement, it shall give
notice to CDS of the proposed amendment. The failure of CDS to object to any
such proposed amendment within thirty (30) calendar days shall constitute
acceptance of the proposed amendment. Amendment shall become effective on the
31st day, unless within the 30 day period at least one-third (1/3) of all
affected participating Providers object in writing to the amendment, in which
case HNYMG shall either withdraw the amendment or send CDS a new proposed
amendment.
10.4. Severability: If any provision of this agreement is held by a
court of competent jurisdiction or applicable state or federal law, and its
implementing regulations, to be invalid, void or unenforceable, the remaining
provisions will nevertheless continue in full force and effect.
10.5. Arbitration: Any controversy or claim arising out of or relating
to this Agreement or the breach thereof that cannot be resolved by both parties
via the dispute resolution policy described in Section 9.3 will be settled by
arbitration in accordance with the rules of commercial arbitration of the
American Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Such
arbitration shall occur within the County of Nassau, State of New York, unless
the parties mutually agree to have such proceeding in some other locale. The
arbitrator(s) may in any such proceeding award attorneys' fees and costs to the
prevailing party.
10.6. Governing Law: This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
10.7. Assignment: CDS shall not have the right to assign any of his/her
respective rights or delegate any of his/her respective duties hereunder without
receiving the prior written consent of HNYMG. Any such assignment, if not
consented by HNYMG, shall be null and void. This Agreement shall be binding
upon, and shall insure to the benefit of, the parties to it, and their
respective heirs, legal representatives, successors and assigns. HNYMG may
assign this agreement without approval of CDS Inc.
10.8. Independent Contractor: At all times relevant and pursuant to the
terms and conditions of this Agreement, CDS are and shall be construed to be
independent contractors practicing their profession and shall not be deemed to
be or construed to be an agent, servant or employee of HNYMG, except as
specifically set forth herein.
10.9. Confidentiality: The terms of this Agreement and in particular
the provisions regarding compensation, are confidential and shall not be
disclosed except as necessary to the performance of this Agreement or as
required by law. In addition, CDS shall maintain all Enrollee information
including, but not limited to, the Enrollee's name, address, telephone number
("Enrollee Information"), and all other "HNYMG trade secret information"
confidential. For purposes of this Agreement, "HNYMG trade secret information"
shall include, but shall not be limited to: all HNYMG Plan Agreements and the
information contained therein regarding HNYMG, Plans, employer groups, the
financial arrangements between any hospital and HNYMG, and all manuals,
policies, forms, records, files, (other than patient medical files) and lists of
HNYMG.
CDS shall not disclose or use any Enrollee information or HNYMG trade
secret information for his/her own benefit or gain either during the term of
this Agreement or after the date of termination of this Agreement; provided,
however, CDS may use the name, address and telephone number or other medical
information of an Enrollee if medically necessary for the proper treatment of
such Enrollee or upon express prior written permission of HNYMG, Plans or the
Enrollee.
10.10. Non-Solicitation of Enrollees: During the period of this
Agreement, and for twelve (12) months after the effective date of termination of
this Agreement, CDS shall not engage in the practice of solicitation of HNYMG
Enrollees or any employer of Plan of said Enrollees, without HNYMG's prior
written consent. For purposes of this Agreement, solicitation shall mean any
action by CDS or Provider which HNYMG may reasonably interpret to be designed to
persuade an Enrollee to discontinue his/her relationship with HNYMG, to
disenroll from a Plan contracting with HNYMG, or to encourage an Enrollee to
receive health care from CDS or a Provider on a fee-for-service basis.
10.11. Waiver: The waiver of any provision, or of the breach of any
provision, of this Agreement must be set forth specifically in writing and
signed by the waiving party. Any such waiver shall not operate or be deemed to
be a waiver of any prior or future breach of such provision or of any other
provision.
10.12. Headings: The subject headings of the articles and paragraphs of
this Agreement are included for purposes of convenience only and shall not
affect the construction or interpretation of any of its provisions.
10.13. No Third Party Beneficiaries: Nothing in this Agreement,
expressed or implied, is intended or shall be construed to confer upon any
person, firm or corporation other than the parties hereto and their respective
successors or assigns, any remedy or claim under or by reason of this Agreement
or any term, covenant or condition hereof, as third party beneficiaries or
otherwise, and all of the terms, covenants and conditions hereof shall be for
the sole and exclusive benefit of the parties hereto and their successors and
assigns.
10.14. By executing this Agreement, CDS accepts the terms and
conditions hereof. Once CDS has been credentialed, HNYMG shall send an executed
copy of this Agreement to the CDS.
EXECUTED AT Nassau, New York, on the HNYMG:
date and year first above written.
CDS HEALTH MANAGEMENT, INC.
/s/ Xxxxxx X. Xxxxxx 1/22/98 /s/ Xxxxx X. Xxxxxxxxx 1-23-98
------------------------------ -------------------------------
Signature Date Signature Date
Xxxxxx X. Xxxxxx, PhD Xxxxx X. Xxxxxxxxx
President Vice President, Operations
CDS AGREEMENT
SCHEDULE A
PAYMENT FOR HEALTH CARE SERVICES
HNYMG shall pay Provider those fees as set forth below as payment for those
Health Care Services made available or provided by Provider to an Enrollee.
These fees may be adjusted by HNYMG based upon funding available only upon
providing CDS with thirty (30) days' prior written notice of any such
modification to compensation amounts.
1. Commercial HMO Enrollees *
2. Senior HMO Enrollees *
CDS-TLC Diabetes Disease Management Product will be made available to
HNYMG members at the following rates:
Set-up Fee *
Participation Fee *(for indicated # of weeks)
CDS agrees to cooperate with educational programs arranged by HNYMG
for Primary Care Physicians and/or Specialists at the request of
HNYMG.
All services are subject to Benefit Plan provisions.
/s/ Xxxxxx X. Xxxxxx as President 1/22/98 /s/ Xxxxx X. Xxxxxxxxx 1-23-98
------------------------------------------ -------------------------------
CDS Health Management, Inc./Date HNYMG/Date
--------------
* Confidential treatment requested. Portions of this document have been
omitted by blocking out the relevant text pursuant to an Application for
Confidential Treatment. Such blocked out omissions have been filed separately
with the Securities and Exchange Commission. The Registrant shall furnish all
omitted schedules and exhibits to this document upon the request of the
Securities and Exchange Commission.
PROFESSIONAL AGREEMENT
ATTACHMENT A
DEFINITIONS
1. "Co-payment or Deductible" means those charges for Professional
services which shall be collected directly by Provider from Enrollee as payment
in addition to the Fee, in accordance with the Enrollee's Evidence of Coverage.
2. "Covered Services" means those health care services and supplies
including Health Care Services which an Enrollee is entitled to receive under a
Plan's benefit program and which are described and defined in the Plan's
Evidence of Coverage and disclosure forms, subscriber and group contracts, and
in a Plan's Provider Manual.
3. "Emergency" means the existence or sudden onset of a symptom,
illness or injury which if diagnosis or treatment is delayed beyond what a
reasonable practitioner of care would recommend in the application of prudent
medical judgment, will result in further harm or injury to the patient, or in
the case of a pregnant female, to the fetus.
4. "Enrollee" (or "Member") means a person who is enrolled in a Plan,
including enrolled dependents, and is entitled to receive Covered Services.
5. "Evidence of Coverage" means the document issued by a Plan to an
Enrollee that describes the Enrollee's Covered Services in the Plan.
6. "Medical Director" means a Physician who is authorized by HNYMG to
be responsible for administering HNYMG medical affairs and for serving as
HNYMG's Medical Liaison to contracting Plans.
7. "Medically Necessary" means medical or surgical treatment which is
determined by the Participating Provider to be:
a) Appropriate and necessary at the time for the symptoms, diagnosis
or treatment of the medical condition;
b) Within the standards of medical practice within the community as
defined by HNYMG utilization management committee;
c) Not primarily for the convenience of the Enrollee, the CDS or any
other provider of health care services; and
d) covered services must be "Medically Necessary" unless defined
otherwise in the Plan's Evidence of Coverage.
8. "Non-Covered Services" means those health care services which are
not benefits under the Evidence of Coverage.
9. "Participating Hospital" means a duly licensed and accredited
hospital which has entered into an agreement with a Plan and HNYMG to provide
Covered Services to Enrollees.
10. "Participating Physician" means a physician (duly licensed to
practice health care or medicine or osteopathy in accordance with applicable New
York law) who has entered into an agreement with HNYMG to provide Covered
Services to Enrollees.
11. "Participating Provider" means a Participating Physician,
Participating Hospital, or other licensed health facility or licensed health
professional which has entered into an agreement to provide Covered Services to
Enrollees.
12. "Primary Hospital(s)" means a general acute care hospital(s)
selected by HNYMG.
13. "Primary Physician" or "Primary Care Physician" (PCP) means a
Participating Physician selected by an Enrollee to render first contact medical
care and to provide "Primary Care Services" and refers to physician as
determined by HNYMG, usually internists, pediatricians, family practitioners and
general practitioners, who are under contract with HNYMG and entered into an
arrangement with HNYMG to provide certain health care services to Enrollees.
14. "Health Care Services" means those Covered Services for which CDS
is trained, qualified, credentialed, and licensed to perform and provided to all
Enrollees.
15. "Referral" means the process by which the Participating Physician
directs an Enrollee to seek and obtain Covered Services from a health
professional, a hospital or any other provider of Covered Services.
16. "Provider" means a Participating Physician who is professionally
qualified to practice his/her designated specialty and whose agreement with
HNYMG includes responsibility for providing Covered Services in his/her
designated specialty.
17. "Provider" means any Professional affiliated or employed by CDS
and/or CDS.
18. "Subscriber" means a person or entity which is responsible for
payment to a Plan, or a person whose employment or other status, except for
family dependency, is the basis for eligibility for enrollment in a Plan.
