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Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked by an * and [ ], have been
separately filed with the Commission.
EXHIBIT 10.37
SPECIALIST GROUP PHYSICIAN AGREEMENT
This SPECIALIST GROUP PHYSICIAN AGREEMENT ("Agreement") is
made and entered into the first day of August, 1997 by and between AHI MEDICAL
GROUP, ATLANTA, P.C., a Georgia professional corporation ("IPA") located at 0000
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 and ENT Center of Atlanta,
Inc. ("Medical Group"), having its principal place of business at The Medical
Quarters, 0000 Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.
RECITALS
WHEREAS, IPA intends to enter into agreements with Health
Insurance Plans, Self Insured Employer Health Plans, Health Care Service Plans,
Non-Profit Hospital Service Plans, Health Maintenance Organizations and any
other entity which under contract or law has an obligation to provide or arrange
for the provision of medical services to its enrollees ("Plan(s)"), for the
provision of medical services to persons enrolled as Enrollees of Plans; and
WHEREAS, IPA and Medical Group desire to enter into a contract
whereby Medical Group agrees to provide Specialty Care Services in
Otolaryngology on behalf of IPA to Enrollees of Plans which contract with IPA;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 "Capitated Services" means Covered Services for which compensation is
provided on a per member, per month ("PMPM") basis (referred to as "Capitation")
as described in Exhibit B of this Agreement. Unless specifically excluded from
this Agreement, all Plans contracted with IPA are considered to be eligible for
Capitated Services under this Agreement. IPA shall determine which services are
Capitated Services.
1.2 "Commercial Plan" means a plan of group health care expense coverage
that is provided to one or more employers (or to other groups or individuals)
through a Plan. Commercial Plans covered under this Agreement shall be
determined solely by IPA.
1.3 "Copayment or Deductible" means any additional fee charged to an
Enrollee for professional services provided for in the Plans' contract with its
Enrollees and disclosed in the Evidence of Coverage.
1.4 "Covered Services" means those health care services and supplies 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.
1.5 "Credentialing Criteria" means the criteria established by the IPA for
the credentialing and recredentialing of Participating Providers, which may be
amended from time to time by IPA in its sole discretion. (The Credentialing
Criteria pertaining to Professional are set forth in Exhibit "B" hereto).
1.6 "Emergency" means the sudden, unexpected onset of a medical condition
manifesting itself by acute symptoms of sufficient severity such that the
absence of immediate medical attention could reasonably be expected to cause
serious impairment of bodily functions, serious injury to bodily organs or
parts, or death to the Enrollee.
1.7 "Enrollee" means a person who is enrolled in a Plan, including enrolled
dependents, and entitled to receive Covered Services. In the event IPA has a
contract with a Medicare or Medicaid Plan to service Medicare
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or Medicaid beneficiaries, the definition of "Enrollee" shall include enrolled
individuals from Medicare or Medicaid populations. Enrollees covered under this
Agreement shall be determined solely by IPA.
1.8 "Evidence of Coverage" means the document issued by a Plan to an
Enrollee that describes the Enrollee's Covered Services in the Plan.
1.9 "Incident" means any occurrence that is not routine in a health care
facility. These occurrences may include, but are not limited to, the following:
(a) Any unusual occurrence;
(b) A happening which could have or did result in an injury to an
Enrollee; or
(c) A condition, situation, procedure, etc. which could or did
result in an injury to an Enrollee including any happening of an untoward
(unusual) nature to an Enrollee.
Incidents are not limited to quality of care issues.
1.10 "Medicaid Plan" means a plan of group health expense coverage that is
provided to Medicaid members through the State of Georgia or any other health
care service arrangements agreed to by IPA to provide Covered Services to
Medicaid Enrollees. Medicaid Plans covered under this Agreement shall be
determined solely by IPA. "Medicaid" means the program of the State of Georgia
to provide health and welfare benefits.
1.11 "Medical Director" means a Participating Physician who is authorized by
IPA to be responsible for administering IPA medical affairs and for serving as
IPA's medical liaison to Plans.
1.12 "Medically Necessary" means medical, surgical or other diagnosis and/or
treatment which an Enrollee requires as determined by a Participating Physician
in accordance with generally accepted medical and surgical practices and
standards prevailing at the time of treatment and which is also in conformity
with the professional and technical standards adopted by the IPA.
Notwithstanding the foregoing, a Plan may provide a different definition of
"Medically Necessary."
1.13 "Medicare Plan" means a plan of group health care expense coverage
provided to Medicare members whereby the Medicare Plan receives a Capitation
payment from the Health Care Financing Administration ("HCFA") under a risk
arrangement pursuant to Section 1876(g) of the Social Security Act and with
which IPA is contracted to provide Covered Services to Medicare Plan Enrollees.
Medicare Plans covered under this Agreement shall be determined solely by IPA.
"Medicare" means the program administered by HCFA whereby eligibility is
achieved by reason of attainment of age 65 or by the presence of a
Medicare-eligible disabling condition.
1.14 "Non-Covered Services" means those health care services which are not
benefits under the Evidence of Coverage and are the financial responsibility of
the Enrollee.
1.15 "Participating Hospital" means a duly licensed hospital which has
entered into an agreement with a Plan and/or IPA to provide Covered Services to
Enrollees.
1.16 "Participating Physician" means a physician duly licensed to practice
medicine or osteopathy who has entered into an agreement with IPA to provide
Covered Services to Enrollees and is listed in Exhibit "D" attached hereto and
hereby incorporated by reference.
1.17 "Participating Provider" means a Participating Physician, Participating
Hospital, or other licensed health facility or licensed health professional
which has entered into an agreement with a Plan and/or IPA to provide Covered
Services to Enrollees and is listed in Exhibit "D" attached hereto and hereby
incorporated by reference.
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1.18 "Plan" means an industry, corporation, company, partnership, union,
enterprise, health care service plan, prepaid health plan, preferred provider
organization, accountable health partnership, health maintenance organization,
insurer, or other defined or otherwise legally constituted group or organization
which enters into agreements with IPA to allow such Plan's Enrollees the
opportunity of selecting health services arranged for by IPA. Any reference to
Plan(s) in this Agreement is limited to the particular Plan whose Enrollee is
being treated by Medical Group. Plans covered under this Agreement shall be
determined solely by IPA. Unless indicated otherwise by context or
specification, "Plan(s)" shall refer collectively to Commercial Plans, Medicaid
Plans, and Medicare Plans.
1.19 "Primary Hospital" means that hospital or hospitals designated on
Exhibit "A" or other facility as designated by IPA.
1.20 "RBRVS" means the Resource Based Relative Value Scale published by the
Health Care Financing Administration of the United States Department of Health
and Human Services.
1.21 "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 in accordance
with the IPA's referral procedures.
1.22 "Service Area" means the geographic area for which IPA has contracted
to provide Covered Services to Enrollees.
1.23 "Specialist Care Services" means those Covered Services provided by a
Specialist Physician.
1.24 "Specialist Physician" means a Participating Physician who is
professionally qualified to practice medicine in his/her designated Specialty
and whose agreement with IPA includes responsibility for providing Covered
Services in his/her designated specialty.
1.25 "Subscriber" means a person who is responsible for payment to a Plan
whose employment or other status, except for family dependency, is the basis for
eligibility for enrollment in a Plan.
1.26 "Surcharge" means any additional fee not provided for in the Enrollee
Plan contract and Evidence of Coverage.
1.27 "Urgent Services" means Covered Services which are needed to treat an
unforeseen illness or injury while temporarily outside of Plan's service area
but within the United States or its territories, which are needed in order to
prevent a serious deterioration of the Enrollee's health which such Enrollee
would sustain if the Enrollee were to wait to obtain such services from a
Participating Provider upon return to Plan's service area.
ARTICLE II
SERVICES TO BE PERFORMED BY THE MEDICAL GROUP
2.1 Services to be Performed by the Medical Group: Medical Group shall
provide, or cause to be provided, prior authorized Covered Services to Enrollees
within the scope of its Specialist Physicians' licensing, training, experience
and qualifications and consistent with accepted standards of medical practice,
IPA policies and procedures and the applicable Plan Agreement and health benefit
program. Medical Group shall accept all authorized referrals of Enrollees to its
Specialist Physicians by the IPA or the Plan; provided, however, Medical Group
or its Specialist Physicians may refuse to accept additional referrals of
Enrollees upon giving at least ninety (90) days prior written notice to the IPA.
Medical Group shall be reimbursed pursuant to the terms of Article IV of this
Agreement. Medical Group shall accept such payments as payment in full for
providing Covered Services to Enrollees hereunder. Medical Group shall and shall
cause its Specialist Physicians to devote the time, attention and energy
necessary for the competent and effective performance of Medical Group or its
Specialist Physicians' duties
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hereunder and shall to be available to provide Specialist Care Services or to
provide coverage for said services twenty-four (24) hours per day, seven (7)
days per week, three hundred sixty-five (365) days per year.
2.2 Covered Services: Physician shall provide necessary Covered Services to
Medicare Contract Participants on a twenty-four (24) hour per day, seven (7) day
per week basis or arrange with a physician to cover Physician's Medicare Patient
Panel in Physician's absence. Physician will ensure that such covering physician
(a) satisfied IPA's credentialing criteria; (b) will not seek compensation from
IPA for services for which Physician received reimbursement from IPA; (c) will
not xxxx Medicare Contract Participants for Covered Services under any
circumstances except for Copayments, Deductibles, or Coinsurance; and (d) will
obtain authorization from IPA prior to all hospitalizations or referrals of
Medicare Contract Participants except for Emergency Services or Urgently Needed
Care.
2.3 Covering Physician: If Medical Group or its Specialist Physicians are,
for any reason, from time to time unable to provide Specialist Care Services
when and as needed, Medical Group or its Specialist Physicians may secure the
services of a qualified professional who shall render such Specialist Care
Services otherwise required of Medical Group's Specialist Physicians ("Covering
Professional"); provided that the Covering Physician is a professional approved
by IPA to provide Specialist Care Services to Enrollees and the Covering
Physician agrees in writing to be bound by all applicable requirements imposed
upon Medical Group and its Specialist Physicians under the terms of this
Agreement. Medical Group or its Specialist Physicians shall be solely
responsible for securing the services of such Covering Physician. Medical Group
and its Specialist Physicians shall ensure that the Covering Physician looks
solely to IPA for payment for services rendered and will not directly xxxx
Enrollees for Covered Services, except for applicable Copayments or Deductibles,
under any circumstances.
2.4 Personnel, Equipment and Supplies: Medical Group shall, at Medical
Group's sole cost and expense, furnish all personnel, equipment and supplies as
Medical Group deems necessary to perform Covered Services. IPA shall not
control, direct, or supervise Medical Group's personnel nor shall IPA be
responsible for such personnel. Any property furnished to Medical Group by IPA
(other than payments by IPA to Medical Group) shall remain the property of IPA,
and Medical Group shall not acquire any rights therein by reason of his or her
performance under this Agreement.
2.5 Referral Procedure: If a Medical Group Specialist Physician determines
that an Enrollee requires Covered Services not customarily provided by such
Specialist Physician, the Specialist Physician shall, consistent with the best
medical interests of the Enrollee and solely pursuant to IPA's referral
procedures and approval processes and in compliance with the terms of the
Enrollee's Plan agreement with IPA, direct the Enrollee to the Enrollee's
Primary Care Physician to refer the Enrollee to another health care provider.
Failure of Medical Group's Specialist Physicians to follow said referral
procedures may result in IPA deducting the full amount of all monies due and
owing to the treating health care provider from the amounts owed to Medical
Group in accordance with Paragraph 4.1 hereof.
2.6 Hospital Admission Authorization: Medical Group's Specialist Physicians
shall admit, or refer for admission, Enrollees only to the Primary Hospital
unless an appropriate bed or service is unavailable or the Enrollee suffers from
an Emergency condition. Medical Group's Specialist Physicians may not admit an
Enrollee to a hospital on a non-Emergency basis without first receiving the
prior written consent or approval of IPA or its designated agent for said
admission. Medical Group or its Specialist Physicians shall inform IPA of all
Emergency admissions at the time of admission.
2.6.1 Hospital Transfer: Medical Group shall assist Plan and IPA in
facilitating the transfer of Enrollees from a non-Participating Hospital to a
Participating Hospital if determined medically acceptable by Medical Group and
the attending Physician subject to review by Medical Director.
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ARTICLE III
REPRESENTATIONS
3.1 Representations by IPA: IPA hereby warrants and represents that it is
an entity organized and in good standing under the laws of the state of its
incorporation.
3.2 Representations by Medical Group: Medical Group hereby warrants and
represents that Medical Group is a group of Specialist Physicians, with the
lawful power to practice medicine, duly licensed to practice medicine in the
state first above written, and is in good standing with all licensing and
regulatory agencies in such state. Medical Group warrants and represents that
Medical Group's Specialist Physicians are qualified by training, experience,
credentialing and licensing to practice the specialty of Otolaryngology. Medical
Group warrants and represents that Medical Group's Specialist Physicians are
currently and for the duration of this Agreement shall remain members in good
standing of the medical staff of the Primary Hospital, with unrestricted
admitting privileges and appropriate clinical privileges to provide Covered
Services in Medical Group's Specialty as set forth in Exhibit "A".
ARTICLE IV
COMPENSATION
4.1 Compensation: In exchange for Medical Group assuming full
responsibility for Specialty Care Services as defined in Exhibit A of this
Agreement, IPA will pay Capitation to Medical Group as defined in Exhibit A of
this Agreement for each enrollee who has been assigned to the Medical Group on
or about the twenty-fifth day of the month for which the Capitation amount is
determined. Medical Group shall accept such compensation as payment in full for
all services rendered to Enrollees except for Copayments, Deductibles, or as
otherwise provided by this Agreement for Plans determined by IPA to be HMO
Plans.
4.2 Encounter Data: Medical Group will submit encounter data for each
calendar month to IPA by the tenth day of the next consecutive calendar month.
The following encounter data must be submitted to IPA, in a medium acceptable to
IPA, in order for Medical Group to receive Capitation for that month:
(a) Enrollee social security number
(b) Enrollee name
(c) Patient name, if different
(d) Date of service
(e) Professional's name
(f) CPT-4 with modifiers
(g) Diagnostic coding (ICD-9)
(h) Gross charge
(i) Copayment amount
(j) Plan name
Failure of Medical Group to supply accurate and timely encounter data to IPA
shall be deemed a breach of this Agreement.
4.3 Patient Billing: Medical Group and its Specialist Physicians shall look
only to IPA for compensation for Covered Services and shall at no time seek
compensation from Enrollees for Covered Services (including in the event of any
insolvency, dissolution or bankruptcy on the part of IPA) subject to Section 4.6
hereof. No Surcharge to any Enrollee shall be permitted. Unauthorized Enrollee
billing may, at IPA's sole discretion, be deducted from future payments to
Medical Group and refunded to the Enrollee. Unauthorized Enrollee billing is a
material breach of this Agreement and, at IPA's sole discretion, IPA may seek
any or all remedies for breach contained herein.
4.4 Billing Procedures: For all authorized Covered Services rendered by
Medical Group to an Enrollee during the Term (as defined in Paragraph 8.1) and
which are explicitly excluded from Capitated Services as defined in Exhibit A of
this Agreement respectively (hereinafter "Non-Capitated Services"), Medical
Group shall xxxx IPA for all such Non-Capitated Services. Medical Group shall
submit to IPA a Clean Claim (defined as a claim submitted on a redline HCFA 1500
or UB92 form with all required information which is uncontested by IPA) for all
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such Non-Capitated Services rendered by Medical Group to an Enrollee hereunder
within thirty (30) days of the date of service. Failure of Medical Group to
submit such Clean Claim within sixty (60) days of the date of service may, at
IPA's sole option, result in IPA non-payment of Medical Group for Non-Capitated
Services, and Medical Group is expressly prohibited from billing or initiating
collections actions against Enrollees, Plans, or IPA in the event payment is
denied by IPA for this or any other reason. IPA shall reimburse Medical Group
for Non-Capitated Services, in accordance with the requirements described above,
within forty five (45) working days of the date of receipt of a Clean Claim.
4.4.1 Medical Group hereby agrees that in no event, including but not limited
to non-payment by IPA or Plan, or IPA's or Plan's insolvency or breach of this
Agreement, shall Medical Group xxxx, charge, collect a deposit from, seek
compensation, remuneration, or reimbursement from, or have any recourse against
Enrollees or persons other than IPA for Covered Services. This provision shall
not prohibit collection of any applicable Copayments, Deductibles, or
Coinsurance.
4.4.2 Medical Group further agrees that this provision shall survive the
termination of this Agreement regardless of the cause giving rise to such
termination and shall be construed to be for the benefit of Enrollees and that
this provision supersedes any oral or written agreement to the contrary now
existing or hereafter entered into between Medical Group and an Enrollee or
persons acting on an Enrollee's behalf.
4.4.3 Any modification, addition, or deletion to the provisions of this
Section 4.4 and subsections shall become effective on a date no earlier than
thirty (30) days after (a) the applicable state or federal regulatory agency has
received written notice of such proposed changes and (b) the applicable state or
federal regulatory agency has approved, in writing, such proposed change.
4.4.4 Medical Group shall not charge an Enrollee for a service which is not
Medically Necessary unless in advance of the provision of such service the
Enrollee is notified that the service is not covered, and the Enrollee
acknowledges in writing that he or she shall be responsible for payment of
charges for such service.
4.5 Capitation Adjustments: IPA reserves the right to make adjustments to
the Capitation of Medical Group in order to account for the retroactive addition
and termination of Enrollees. Capitation adjustments shall include instances
where HCFA or the applicable Medicaid agency retroactively adjusts payment to
Plan for Enrollees eligible under a Medicare Plan or Medicaid Plan respectively,
which adjustment shall in turn affect Plan's payment to IPA and IPA's payment to
Medical Group.
4.6 Patient Responsibility for Copayments, Deductibles and Non-Covered
Services: Medical Group shall directly xxxx and collect from Enrollee all
Copayment or Deductible amounts specifically permitted in the Plan's contract.
Medical Group shall collect any applicable Copayment amounts indicated on
Enrollee's Plan identification card (or as otherwise notified by Plan or IPA) at
the time of services. Deductibles and coinsurance amounts, if any, shall be
billed to Enrollee following Medical Group's receipt of an explanation of
benefits from Plan or IPA. Medical Group shall, subject to any legal or
contractual restrictions on either IPA or Participating Medical Groups, directly
xxxx and collect all charges from an Enrollee for any Non-Covered Services
provided to an Enrollee.
4.7 Payment Dependent Upon Collection: IPA shall make payment to Medical
Group based on the mechanism specified in Exhibit A. Notwithstanding the above
or anything else in this Agreement to the contrary, IPA shall only be
responsible to make the payments due Medical Group to the extent that IPA has
collected the charges for health care services provided by Medical Group for
which payment is sought from the Plan.
4.8 No Obligation Upon Termination: IPA shall not be bound by any financial
obligation to Medical Group upon termination of this Agreement except for the
following: Outstanding Capitation or payments for authorized non-Capitated
Services with dates of service prior to the termination date.
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4.9 Reimbursement of Expenditures: IPA or Plan is entitled to recover from
Medical Group any expenditure made, or recover any cost incurred, including but
not limited to any reasonable administrative cost, in providing or arranging for
any Covered Services for which Medical Group is Capitated hereunder but did not
so provide. An amount sufficient to compensate for such expenditures and/or
costs may be deducted from any payments due to Medical Group under this
Agreement. This provision shall survive the termination of this Agreement.
4.10 Provider Incentive Arrangements: Medical Group shall submit to Plan and
IPA and secure Plan's and IPA's approval of any provider incentive arrangements
relating to Medicare Plans and the Covered Services rendered hereunder. IPA and
Plan shall have the right to disclose such arrangements if required to do so by
applicable laws and regulations. Medical Group, IPA, or Plan shall maintain at
Medical Group's, IPA's, or Plan's sole expense any stop loss coverage required
to be maintained by applicable law in connection with any such provider
incentive arrangements and shall provide evidence of coverage upon request.
4.10.1 Referral Services: Medical Group shall secure approval from Medicare
Plan or Medicaid Plan with regard to the percentage of the total Covered
Services under this agreement which may be "Referral Services" as that term is
defined under applicable laws and regulations. Medical Group shall not change
the percentage of Referral Services hereunder without Plan's prior written
approval.
4.11 Other Compensation: In the event that Medical Group renders Covered
Services to Plan members for whom Medical Group does not receive Capitation or
services covered under an Enrollee's opt out benefits under a Point-of-Service
(POS) product, Medical Group agrees to accept such Plan's prevailing
reimbursement rates less any applicable Deductibles and Copayments and to xxxx
such Plan for all such services.
ARTICLE V
COORDINATION OF BENEFITS
5.1 Definition: Coordination of Benefits ("COB") means the determination
whether Covered Services provided to Enrollee will be paid for, either in whole
or in part, by more than one payor or under more than one Plan. COB is intended
to preclude the Medical Group from receiving an aggregate of more than one
hundred percent (100%) of covered charges from all coverage.
5.2 COB Obligations of Medical Group: IPA shall retain all monies collected
as a result of COB and third party claims regarding any Enrollee. Medical Group
and its Specialist Physicians agree to cooperate with IPA in the COB and the
recovery of claims from Plans. Medical Group hereby authorizes IPA to xxxx Plans
on Medical Group's behalf relative to Covered Services that Medical Group's
Specialist Physicians provide to Enrollees pursuant to this Agreement, and
hereby assigns to IPA all payments that may be owed by or received from such
payors for COB.
ARTICLE VI
OBLIGATIONS OF MEDICAL GROUP
6.1 Nonexclusivity: IPA and Medical Group agree that:
(a) Medical Group and its Specialist Physicians may continue to
provide professional medical services to Medical Group's own patients, or to
patients of other professionals or medical groups. Medical Group shall accept
Enrollees from Plans contracting with IPA.
(b) In rendering medical services to Medical Group and its
Specialist Physicians' own patients or to the patients of such other
professionals or medical groups, Medical Group and its Specialist Physicians
shall neither represent nor imply in any way that such medical services are
being rendered by or on behalf of IPA.
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(c) Any professional medical services rendered by Medical Group or
its Specialist Physicians to persons who are not Enrollees shall not be billed
by or through IPA, unless Medical Group and IPA otherwise agree in writing.
6.2 Insurance: IPA and Medical Group agree that:
(a) Workers Compensation Insurance: To the extent required by
applicable laws or as reasonably required by IPA, Medical Group and its
Specialist Physicians shall agree to provide, at Medical Group's sole cost and
expense, workers compensation insurance for Medical Group and its Specialist
Physicians' agents, servants, and employees throughout the entire term of this
Agreement. Medical Group shall use best efforts to add IPA as an additional
named insured to such policy or policies.
(b) Malpractice Insurance: Medical Group shall and shall cause
each of its Specialist Physicians to provide, unless otherwise agreed to by
Medical Group and IPA, at Medical Group and its Specialist Physicians' sole cost
and expense, throughout the Term of this Agreement, a policy of professional
malpractice liability insurance, with a licensed insurance company admitted to
do business in the state where Medical Group's Specialist Physicians are
practicing medicine, in a minimum amount of One Million Dollars ($1,000,000) per
claim and Three Million Dollars ($3,000,000) in the annual aggregate, or in such
other amounts as IPA may reasonably require from time to time, to cover any
loss, liability or damage alleged to have been committed by Medical Group or its
Specialist Physicians or Medical Group's agents, servants or employees. Medical
Group shall and shall cause its Specialist Physicians to purchase a "tail"
policy for a period of not less than five (5) years following the effective
termination date of the foregoing policy in the event said policy is a "claims
made" policy. Said "tail" policy shall have the same policy limits as the
Medical Group and its Specialist Physicians' prior professional malpractice
liability policy.
(c) Comprehensive and Property Insurance: Medical Group shall and
shall cause each of its Specialist Physicians to provide, at Medical Group's
sole cost and expense, throughout the Term of this Agreement, a policy or
policies of insurance covering Medical Group and its Specialist Physicians'
principal place of business insuring Medical Group and its Specialist Physicians
against any claim of loss, liability or damage committed or arising out of the
alleged condition of said premises, or the furniture, fixtures, appliances or
equipment located therein, together with standard liability protection against
any loss, liability or damage as a result of Medical Group's, Medical Group's
agent's, servant's or employee's operation of a motor vehicle for business
purposes, which policy limits shall be in a minimum amount of One Hundred
Thousand Dollars ($100,000) per claim and Three Hundred Thousand Dollars
($300,000) in the annual aggregate, or in such other amounts as IPA may
reasonably require from time to time. Medical Group shall use best efforts to
add IPA as an additional named insured to such policy or policies.
(d) Proof of Insurance: Medical Group shall and shall cause each
of its Specialist Physicians to provide IPA with a minimum of thirty (30) days
prior written notice in the event any of the policies set forth in this Article
VI are canceled, changed or amended. Medical Group shall and shall cause each of
its Specialist Physicians from time to time, on the reasonable request of IPA,
to furnish to IPA, as the case may be, written evidence that the policies of
insurance required hereunder are in full force and effect, and valid and
existing in accordance with the provisions of said paragraphs.
6.3 Performance: Medical Group shall cause each of its Specialist
Physicians to devote the time, attention and energy necessary for the competent
performance of Medical Group or its Specialist Physicians' duties hereunder.
Medical Group shall and shall cause each of its Specialist Physicians to
endeavor to furnish such Covered Services in accordance with all applicable
federal, state and local laws, statutes, ordinances and regulations and in
accordance with the applicable generally accepted medical standards prevailing
in the community at the time Covered Service is rendered.
6.4 Licensure / Credentialing Criteria: If at any time during the Term of
this Agreement, there shall be any voluntary or involuntary restriction,
suspension, revocation, withdrawal or nonrenewal of a Medical Group's
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Specialist Physician(s)'s license to practice medicine, that Specialist
Physician(s) shall terminate immediately, without regard to whether or not such
suspension, condition or revocation has been finally adjudicated for such
Specialist Physician(s). During the entire Term of this Agreement, Medical Group
shall and shall cause each of its Specialist Physicians to be and remain in
compliance with the Credentialing Criteria. IPA may review Medical Group and its
Specialist Physicians' continuing compliance with the Credentialing Criteria on
a periodic basis. After a thirty (30) day cure period, this Agreement may be
terminated immediately at any time IPA determines that Medical Group or its
Specialist Physicians do not continue to qualify under the Credentialing
Criteria. Medical Group and its Specialist Physicians hereby authorize any
governmental agency or professional licensing, accrediting or certifying agency,
or any other person or entity to release to IPA any information pertaining to
the Credentialing Criteria.
6.5 Hospital Privileges: During the entire Term of this Agreement, Medical
Group's Specialist Physicians shall be and remain members in good standing of
the medical staff of the Primary Hospital with the privileges specified in
Exhibit "A" (unless Medical Group is specifically excused from this requirement
by IPA). Loss for any reason of such medical staff membership by a Medical
Group's Specialist Physician(s) or loss, impairment, suspension or reduction of
privileges for any reason at the Primary Hospital shall, at the option of the
IPA, immediately terminate this Agreement for such Specialist Physician(s),
whereupon it shall become of no further force or effect, as otherwise provided
herein, without regard to whether or not such loss membership or loss,
impairment, suspension or reduction of privileges has been finally adjudicated.
Medical Group agrees and shall cause each of its Specialist Physicians to agree
that any Primary Hospital may provide to IPA a complete listing of physicians
holding medical staff and clinical privileges at such Primary Hospital. Medical
Group further agrees and shall cause each of its Specialist Physicians to agree
that any Primary Hospital and any other health care facility at which Medical
Group's Specialist Physicians at any time hold medical staff membership or
clinical privileges may notify IPA of any disciplinary action taken by such
Primary Hospital or other health care facility with respect to the medical staff
membership or clinical privileges of Medical Group's Specialist Physicians, and
this Agreement shall constitute Medical Group and its Specialist Physicians'
written authorization for the disclosure of such information by any Primary
Hospital or other health care facility to IPA.
6.6 Continuing Education: During the Term of this Agreement, Medical Group
shall cause each of its Specialist Physicians to maintain his or her
professional competence and skills commensurate with the applicable medical
standards, and, if required by law, shall attend and participate in required,
approved continuing education courses.
6.7 Compliance with Rules, Regulations, Policies and Procedures: Medical
Group agrees to be bound by all of the rules, regulations, policies and
procedures of IPA and Plan which include, but are not limited to, all applicable
state, federal and Plan rules, regulations, reviews, audits, and processes.
Medical Group agrees to cooperate with any administrative procedures which may
be adopted by IPA regarding the delivery of Covered Services pursuant to this
Agreement.
6.8 Provider Roster: Medical Group agrees that IPA and each Plan that
contracts with IPA may use Medical Group and its Specialist Physicians' name,
address, phone number, type of practice and willingness to accept new patients
in the IPA or Plan roster of Medical Group participants. The roster may be
inspected by and is intended to be used by prospective patients, prospective IPA
physicians, Plans and others.
6.9 Nondiscrimination: Medical Group agrees and shall cause each of its
Specialist Physicians to agree: (1) not to differentiate or discriminate in its
provision of Covered Services to Enrollees because of race, color, national
origin, ancestry, religion, sex, marital status, sexual orientation, physical or
mental disability or age; and (2) to render Covered 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.
6.10 Cooperation with Plan Medical Directors: Medical Group understands that
contracting Plans will place certain obligations upon IPA regarding the quality
of care received by Enrollees and that such Plans in certain
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instances will have the right to oversee and review the quality of care
administered to Enrollees. Medical Group agrees and shall cause each of its
Specialist Physicians to agree to cooperate with Plan medical directors in the
medical directors' review of the quality of care administered to Enrollees.
Medical Group further agrees and shall cause each of its Specialist Physicians
to agree to participate in any Enrollee grievance procedures, upon the request
of IPA or a contracting Plan.
6.11 Provision of Information to IPA:
(a) Medical Group and its Specialist Physicians, during the Term
of this Agreement, shall promptly notify IPA if any of the information submitted
to IPA for purposes of qualifying Medical Group or its Specialist Physicians as
a provider to IPA or credentialing Medical Group or its Specialist Physicians
under the Credentialing Criteria requires updating or no longer is accurate or
complete and such notification shall include any updated or corrected
information. Medical Group shall and shall cause each of its Specialist
Physicians to notify IPA immediately in the event Medical Group or one of its
Specialist Physicians is subject to any investigation, disciplinary proceeding
or sanction by any governmental authority, regulatory board or agency, hospital
or other healthcare institution and shall provide the facts and circumstances
giving rise to such investigation, proceeding or sanction.
(b) Medical Group consents and shall cause each of its Specialist
Physicians to consent to the inspection by IPA, its employees, agents or
representatives, of all documents that may be pertinent to an evaluation of
Medical Group or its Specialist Physicians under the Credentialing Criteria, and
Medical Group consents and shall cause each of its Specialist Physicians to
consent to the release of such information to IPA. Medical Group and each of its
Specialist Physicians hereby authorizes any governmental agency, Primary
Hospital, other Participating Provider, and any other hospital or health care
facility, employer, managed care program, or any other person or entity, to
release to IPA any information pertaining to the Credentialing Criteria,
including without limitation any disciplinary action initiated by a health care
facility with respect to the medical staff membership or clinical privileges of
Medical Group's Specialist Physicians. Medical Group and its Specialist
Physicians acknowledge and agree that this Agreement, upon execution by Medical
Group, constitutes written authorization for the release of all such information
as provided in this Agreement.
(c) Medical Group shall and shall cause each of its Specialist
Physicians to hereby release from liability IPA, its officers, directors,
employees and agents, for their acts performed and statements made, in good
faith and without malice, in connection with evaluating the Medical Group or its
Specialist Physicians under the Credentialing Criteria. Medical Group shall and
shall cause each of its Specialist Physicians to hereby release from liability
any and all individuals and entities (including, without limitation, Primary
Hospital (s) and other Participating Providers) who furnish to IPA, its
directors, officers, employees or its authorized agents, in good faith and
without malice, information concerning the Credentialing Criteria, and further
releases from liability IPA, its directors, officers, employees and authorized
agents, for the use of such information, in good faith, in connection with the
evaluation of Medical Group or its Specialist Physicians' compliance with the
Credentialing Criteria and terms of this Agreement.
(d) Medical Group acknowledges IPA's and Plan's obligation and
right to report to and access the National Practitioner Data Bank ("Data Bank")
as it relates to Medical Group. Medical Group agrees to assist IPA and Plan in
accessing and reporting to the Data Bank, including making inquiries to the Data
Bank on behalf of IPA and Plan if requested to do so by IPA.
6.12 Credentials: The procedures and criteria for such review of Medical
Group and its Specialist Physicians' credentials and continuing eligibility
under this Agreement shall be established by the Board of Directors of IPA and
communicated to Medical Group. The decision of the Board of Directors of IPA (or
any committee designated by the Board of Directors) with respect to Medical
Group or its Specialist Physicians' compliance with the Credentialing Criteria
and continuing eligibility under this Agreement shall be final. After a thirty
(30) day cure period, this Agreement may be terminated immediately at any time
IPA determines that Medical Group or its Specialist Physicians fail to meet the
criteria for continuing eligibility.
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6.13 Communication with Enrollees: Medical Group shall not issue any
communications which would interfere with or otherwise damage any of IPA's or
Plan's existing or potential contractual relationships. Nothing in this section
shall be construed to prohibit:
a. Communications necessary or appropriate for the delivery of
health care services;
b. Communications to Enrollees regarding treatment alternatives
regardless of the provisions or limitations of the Enrollee's coverage;
c. Communications to Enrollees regarding applicable rights to
appeal coverage determinations; or
d. Communications to Enrollees identifying the type of
reimbursement arrangement under which Medical Group is compensated for Covered
Services under this Agreement (i.e., fee-for-service, capitation, etc.),
excluding any communications with regard to the applicable rates of
reimbursement.
This provision shall survive the termination of this Agreement for a period of
six (6) months following the termination date.
6.14 Non-Conversion: Medical Group is prohibited from encouraging Medicare
or Medicaid Plan Enrollees to convert to any other Medicare or Medicaid Plan or
program throughout the term of this Agreement and for a period of twelve (12)
months beyond the termination date of this Agreement.
6.15 Identification of Special Status Medicare Plan Enrollees: Medical Group
shall use best efforts to identify to IPA and Medicare Plan all Enrollees of
Medicare Plans that qualify for additional compensation through HCFA and
Medicare. In particular, instances involving end stage renal disease, hospice
care, skilled nursing facilities, and institutionalized Medicare Plan Enrollees
will be closely monitored.
ARTICLE VII
MEDICAL RECORDS
7.1 Maintenance of Records under State and Federal Statutes: Medical Group
agrees to cooperate with IPA so that IPA may meet any requirements imposed on
IPA by state and federal law, as amended, and all regulations issued pursuant
thereto. Medical Group agrees and shall cause each of its Specialist Physicians
to agree to maintain such records and provide such information to IPA, to Plans,
to applicable state and federal regulatory agencies for compliance, as may be
required. Such obligations shall not be terminated upon termination of this
Agreement. Medical Group agrees to permit IPA, Plan's, or IPA's authorized
representative at all reasonable times to have access upon request to and to
make copies (at IPA's cost and expense) of books, records, and other papers
relating to Covered Services rendered by Medical Group and access to the cost
thereof, the amounts of any payments received from Enrollees or from others on
such Enrollee's behalf, or to assure financial solvency, health care delivery
capability, or to investigate complaints and grievances.
Medical Group agrees and shall cause each of its Specialist Physicians to agree
to retain such books and records for a term of at least seven (7) years from and
after the termination of this Agreement. Medical Group further agrees and shall
cause each of its Specialist Physicians to agree to permit access to and
inspection by IPA, Plans, all applicable State and Federal agencies, and
self-regulatory authorities, and their duly authorized representatives at all
reasonable times and upon demand, of all of those facilities, books and records
maintained or utilized by Medical Group or its Specialist Physicians in the
performance of Covered Services pursuant to this Agreement.
7.2 Record Retention: Medical Group shall and shall cause each of its
Specialist Physicians to maintain with respect to each Enrollee receiving
Covered Services hereunder a single standard medical record in
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such form, containing such information, and preserved for such time period(s),
and held confidential, as are required by State and Federal Law Such information
shall only be released or disseminated pursuant to the valid authorization of
the Enrollee whose medical condition is reflected in such records or as shall be
otherwise permitted under applicable state and federal law and regulations. To
the extent permitted by law, in accordance with procedures required by law, and
upon receipt of three (3) business days prior written notice from IPA, Medical
Group shall and shall cause each of its Specialist Physicians to permit IPA to
inspect and make copies (at IPA's cost and expense) of said records, and shall
provide copies of such records to IPA upon request. Records of Covered Services
rendered by Medical Group or its Specialist Physicians in a Participating
Hospital shall be created and maintained in accordance with state and federal
laws and regulations and the requirements of the Joint Commission on
Accreditation of Healthcare Organizations.
7.2.1 Medical Group shall maintain in Medical Group's state of operation and
in a manner which facilitates regulatory review and provide IPA and HCFA with
access to any books, records, and documentation relating to services rendered to
Medicare Contract Participants under this Agreement and any other records
requested by HCFA or IPA to assure financial solvency and health care delivery
capability and to investigate complaints and grievances. Access to such books,
records, and documentation shall be provided within the timeframes specified by
HCFA or, if access is requested by IPA only, upon reasonable notice by IPA.
7.3 Confidential Information:
(a) Non-Disclosure of Confidential Information:
(i) Medical Group acknowledges and shall cause each of
its Specialist Physicians to acknowledge that due to the nature of this
Agreement, Medical Group and its Specialist Physicians shall have access to and
acquire Confidential Information as defined in this Addendum related to the
business and operations of IPA which is solely the property of IPA and
constitutes confidential information of IPA, the disclosure of which to third
parties would cause harm to the goodwill of IPA. Disclosure of Confidential
Information to Medical Group and its Specialist Physicians shall be made due to
the position of trust and confidence that Medical Group and its Specialist
Physicians shall occupy and due to the agreement by Medical Group to the
restrictions contained herein.
(ii) In consideration of the acknowledgments set forth
above and in consideration for this Agreement, Medical Group and its Specialist
Physicians (and the employees, agents, successors and assigns of Medical Group
or its Specialist Physicians) shall hold any and all Confidential Information in
the strictest confidence as a fiduciary, and shall not, voluntarily or
involuntarily, sell, transfer, publish, disclose, display or otherwise make
available to others any portion of the Confidential Information without the
express written consent of IPA.
(iii) "CONFIDENTIAL INFORMATION" shall mean information
related to the business of IPA which is subject to efforts by IPA, reasonable
under the circumstances, to protect its confidentially; which derives actual or
potential economic value from not being generally known or readily ascertainable
by others who can obtain economic value from its disclosure or use; which is not
otherwise in the public domain; which is not already known to the recipient at
the time of disclosure; and which is not required to be disclosed under law.
Confidential Information includes, without limitation, this Agreement and the
addenda and other attachments hereto, lists of Payors and Participating
Providers, fees schedules, and information related thereto, information relating
to earnings, volume of business, methods, systems, practices or plans of IPA and
its contracting Plans, and all similar information of any kind or nature
whatsoever which is known only to persons having a fiduciary or confidential
relationship with IPA and its Plans that own proprietary rights in or to such
information.
(b) Medical Records: The parties hereto shall maintain the
confidentiality of any and all medical records which shall be in their
possession and control, and such information shall only be released or
disseminated pursuant to the valid authorization of the patient whose medical
condition is reflected in such medical records or as shall be otherwise
permitted under applicable law.
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7.4 Trademarks and Copyrights: Each party acknowledges each other party's
sole and exclusive ownership of its respective trade name, commercial symbols,
trademarks, service marks, copyrights and patents, whether presently existing or
later established (COLLECTIVELY "MARKS"). No party shall use the other party's
Marks, in advertising or promotional materials or otherwise, without the owner's
prior written consent; PROVIDED, HOWEVER, that Plans holding agreements with IPA
may publicize Medical Group and its Specialist Physicians' names, office
addresses and telephones, the services offered by Medical Group and its
Specialist Physicians, and the status of Medical Group and its Specialist
Physicians as a Participating Physician.
ARTICLE VIII
TERM OF AGREEMENT
8.1 Term: This Agreement will become effective on the date first written
above and will be effective for a period of thirty-six (36) months (except as
modified in 9.3) thereafter (the "Initial Term"). This Agreement, as it may be
amended from time to time, will automatically be renewed for successive periods
of twelve (12) months each (each a "Subsequent Term; together with the Initial
Term, the "Term") on the same terms and conditions contained herein, unless
sooner terminated pursuant to the terms of this Agreement.
ARTICLE IX
TERMINATION OF THE AGREEMENT
9.1 Expiration of Agreement: Unless otherwise terminated as provided
hereinafter, this Agreement shall continue in force as provided herein.
9.2 Immediate Termination: Notwithstanding any other provision of this
Agreement, IPA shall have the right, in its sole and absolute discretion, to
terminate this Agreement immediately in the event that (a) Medical Group or
Medical Group Specialist Physician breaches any agreement, representation,
warranty, or covenant of Medical Group set forth in this Agreement; (b) Medical
Group fails to maintain insurance coverage as set forth in Paragraph 6.2 (d);
(c) Medical Group or Medical Group Specialist Physician has any voluntary or
involuntary restriction, suspension, revocation, withdrawal, or nonrenewal of
Medical Group or Medical Group Specialist Physician's license to practice
medicine; (d) Medical Group or Medical Group Specialist Physician has any loss
of medical staff membership or loss, impairment, suspension, or reduction of
privileges for any reason at a Participating Hospital; or (e) Plan or IPA
reasonably determines that continuation of the terms of this Agreement may
negatively impact the care rendered to Enrollees. Should events stated in (c)
and (d) above affect an individual Specialist Physician only, such termination
rights of IPA as contemplated herein will apply to that Specialist Physician
only and not to the Medical Group as a whole.
9.3 Renegotiation During Initial Term: Each party to this Agreement will
have the opportunity to open this Agreement for rate negotiation fifteen (15)
months into the Initial Term. During the subsequent sixty (60) day period new
rates (new Exhibit A) will be agreed upon and those rates will be in effect from
the nineteenth (19th) month through the end of the Initial Term. Should no
agreement regarding Exhibit A be reached by the end of the sixty (60) day
period, then this Agreement may be terminated by either party effective after
eighteen (18) months of the Initial Term.
9.4 Termination Without Cause Upon Notice: At least thirty (30) days prior
to the beginning of each subsequent term, the parties shall have agreed upon the
rates as defined in Exhibit A. Should there be no agreement, either party may
terminate this Agreement at the end of that thirty (30) day period (i.e. before
the start of the subsequent Term).
9.5 Termination of Agreement with Plan: In the event that the agreement to
provide services between IPA and a Plan is terminated for any reason, IPA may
terminate this Agreement, with respect to that Plan, on thirty (30) days prior
written notice to Medical Group.
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9.6 Responsibility for Enrollees at Termination: Medical Group shall and
shall cause each of its Specialist Physicians to continue to provide Covered
Services to an Enrollee who is receiving Covered Services from Medical Group or
its Specialists Physicians on the effective termination date of this Agreement
so long as Enrollee retains eligibility under a Plan until the earlier of
completion of such Covered Services, IPA's provision for the assumption of such
treatment by another provider, or the expiration of twelve (12) months
(consistent with existing medical ethical/legal requirements for providing
continuity of care to a patient); however, Medical Group shall and shall cause
each of its Specialists Physicians to cooperate with IPA to arrange for the
prompt assumption of such Covered Services by another Participating Provider.
Medical Group shall be compensated for Covered Services provided to Enrollees
pursuant to this Paragraph 9.6 (prior to and following the effective termination
date of this Agreement) at the lesser of IPA's prevailing fee-for-service rates
or Medical Group's billed charges.
9.7 Non-solicitation of IPA Patients: Subject to and consistent with then
existing medical ethical/legal requirements for providing continuity of care to
patients, Medical Group agrees and shall cause each of its Specialist Physicians
to agree that if this Agreement is terminated for any reason, that Medical Group
and its Specialist Physicians shall not during the Restricted Period (as
hereinafter defined) and within the Area (as hereinafter defined) in any manner
encourage or induce Enrollees to whom Medical Group or its Specialist Physicians
rendered Covered Services pursuant to this Agreement to remain under the
professional care of Medical Group or its Specialist Physicians. Further,
Medical Group and its Specialist Physicians shall not during the Restricted
Period (as hereinafter defined) and within the Area (as hereinafter defined) in
any manner encourage, solicit, or induce any Enrollee to whom Medical Group or
its Specialist Physicians rendered Covered Services pursuant to this Agreement
to obtain Covered Services from any other physician, practice, IPA, medical
group or Plan which would deprive IPA of that Enrollee. These prohibitions shall
be in force for twelve (12) months after the effective date of termination of
this Agreement (the "Restricted Period"). Medical Group agrees and shall cause
each of its Specialist Physicians to agree that IPA is entitled to injunctive
relief, damages and attorney's fees should Medical Group or its Specialist
Physicians breach this section of the Agreement, as determined by an impartial
arbitrator or court of competent jurisdiction. Except as prohibited by law,
damages shall include, but not be limited to, all monies paid to Medical Group
under the terms of this Agreement during the period of this Agreement and all
future Agreements containing the same or similar provisions. For purposes of
this Section 9.7, "Area" shall mean the geographic service area of IPA
consisting of those zip codes shown in Exhibit "C".
9.8 Effect of Termination: Upon expiration of this Agreement or termination
of this Agreement for any reason, Medical Group shall and shall cause each of
its Specialist Physicians to cease use of any signs, trademarks, letterhead,
forms or other materials associating Medical Group and its Specialist Physicians
with IPA. Notwithstanding any termination or expiration of this Agreement,
Medical Group and its Specialist Physicians' names may remain on the
directories, rosters or lists of IPA or of Plans until such directories, rosters
or lists are next regularly revised, and such listing shall not constitute a
reinstatement, renewal or continuation of this Agreement. Upon termination or
expiration of this Agreement, the obligation of either party to perform as to
any duty or obligation which accrued prior to such termination or expiration
shall continue until performed or waived by the other party. Further, upon
expiration or termination of this Agreement for any reason, Medical Group
immediately shall and shall cause each of its Specialist Physicians to return to
IPA all property of IPA in Medical Group or its Specialist Physicians'
possession or under his or her control, including but not limited to manuals,
forms, procedures and policies.
9.9 Indemnification: Medical Group shall and shall cause each of its
Specialist Physicians to indemnify IPA, its directors, officers, agents and
representatives against all damages, claims, losses, settlements, judgments and
liabilities (including but not limited to attorney's fees and costs and the
costs of all dispute resolution proceedings) arising from or relating to any
material breach by Medical Group or its Specialist Physicians of this Agreement.
IPA shall indemnify Medical Group and its Specialist Physicians against
all damages, claims, losses, settlements, judgments and liabilities (including
but not limited to attorney's fees and costs and the costs of all dispute
resolution proceedings) arising from or relating to any material breach by IPA
of this Agreement.
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ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 Documentation: IPA shall provide Medical Group with a copy of any
document or agreement required by a Plan which has been approved by IPA's Board
of Directors and which requires Medical Group or its Specialist Physicians'
signature. If Medical Group or its Specialist Physicians do not execute and
return said document within fifteen (15) calendar days of document receipt, IPA
may sign such document (other than documents, agreements or other forms which
require the exercise by Medical Group or its Specialist Physicians' independent
medical judgment) on Medical Group and its Specialist Physicians' behalf as
Medical Group's attorney-in-fact, and Medical Group does hereby appoint IPA as
his or her attorney-in-fact during the Term with respect to the execution and
delivery of such documents or agreements or other forms. Medical Group shall and
shall cause each of its Specialist Physicians to comply with all requests for
business or clinical records by IPA within five (5) working days of the request
for records.
10.2 Amendment: This Agreement may be amended by IPA to comply with any
agreement entered into between IPA and a Plan or to comply with any applicable
state or federal law or regulation or other governmental requirement. All other
amendments to this Agreement shall be made in writing by the mutual consent of
the parties.
10.3 Generic Pharmaceuticals: Medical Group shall use best efforts to
prescribe or authorize the substitution of generic pharmaceuticals when
appropriate and shall cooperate with Plan formularies and state and federal
requirements regarding the substitution of generic pharmaceuticals. This
provision shall not be interpreted to interfere with Medical Group's independent
medical judgment.
10.4 Interpretation: The validity, enforceability, and interpretation of any
of the clauses of this Agreement shall be determined and governed by applicable
Georgia law as well as applicable federal laws. In the event of any conflict
between this Agreement and a contract entered into between a Plan and (a) the
State of Georgia for prepaid Medicaid Enrollees, (b) HCFA for prepaid Medicare
Enrollees, and/or (c) any governmental entity with respect to a government
health care or benefit program (collectively referred to as "Contracts") for
which Medical Group is providing services, the Contracts shall govern. Medical
Group agrees to be subject to all requirements that may be imposed on IPA and
Medical Group by Plan under the Plan's agreement with IPA or the Contracts.
10.5 Assignment of Enrollees: This Agreement shall not be construed as a
guarantee, warrant, or promise that Enrollees will be referred or assigned to
Medical Group by IPA or Plan.
10.6 Agreements with Employees and Independent Contractors: Notwithstanding
any interpretation of this Agreement to the contrary, Medical Group agrees that
all provisions of this Agreement, unless clearly inapplicable (as determined by
IPA), shall apply with equal force to Medical Group's employees or independent
contractors, and Medical Group agrees to assure such compliance. Medical Group
agrees and shall require its employees and independent contractors who are
providing Covered Services to Enrollees to agree that in the event of any
inconsistency, omission, or misinterpretation in the contract entered into by
Medical Group and the employee or independent contractor, the terms of this
Agreement shall control, notwithstanding any review and/or approval of those
agreements by IPA. At IPA's request Medical Group shall provide IPA with copies
of all forms of agreements entered into to render services to Enrollees pursuant
to this Agreement.
ARTICLE XI
UTILIZATION AND QUALITY MANAGEMENT PROCEDURE
11.1 Utilization Management Procedure: A utilization management program
shall be established to review the medical necessity of Covered Services
furnished by Medical Group or its Specialist Physicians to Enrollees on an
inpatient and outpatient basis. Such program will be established by IPA, in its
sole and absolute discretion. This program shall include all elements covered in
the IPA's Utilization Management Plan Manual,
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which may be amended from time to time by IPA at its sole and absolute
discretion. In addition, any utilization management program required by the
conditions or provisions of a Plan shall also be deemed to be applicable under
the terms and conditions of this Section. Medical Group shall and shall cause
each of its Specialist Physicians to comply with and, subject to Medical Group
and its Specialist Physicians' rights of appeal, shall be bound by such
utilization management program, and if requested, shall serve on the utilization
management committee of such program, with reasonable compensation (as
determined by IPA), in accordance with the procedures established by IPA and
Plans. Failure to comply with the requirements of this Paragraph 11.1 may be
deemed by IPA to be a material breach of this Agreement and may, at IPA's
option, be grounds for immediate IPA termination of this Agreement. Medical
Group agrees and shall cause each of its Specialist Physicians to agree that
decisions of the IPA designated utilization management committee may be used to
deny Medical Group payment hereunder for those Covered Services provided to an
Enrollee which are determined not to be not Medically Necessary or for which
Medical Group or its Specialist Physicians failed to receive a prior written
consent to treat an Enrollee. All documents and information received or obtained
by Medical Group or its Specialist Physicians pursuant to this Paragraph shall
be held confidential by Medical Group and its Specialist Physicians during and
after the term of this Agreement and shall not be disclosed to any person
without the prior written consent of IPA or as otherwise required by applicable
law.
11.2 Quality Management Procedure: A quality management program shall be
established to review the medical appropriateness and quality of Covered
Services furnished by Medical Group or its Specialist Physicians to Enrollees on
an inpatient and outpatient basis. Such program will be established by IPA, in
its sole and absolute discretion. This program shall include all elements
covered in the IPA's Quality Management Plan Manual, which may be amended from
time to time by IPA at its sole and absolute discretion. In addition, any
quality management program required by the conditions or provisions of a Plan
shall also be deemed to be applicable under the terms and conditions of this
Paragraph. Medical Group shall and shall cause each of its Specialist Physicians
to comply with and, subject to Medical Group and its Specialist Physicians'
rights of appeal, shall be bound by such quality management program, and if
requested, shall serve on the quality management committee of such program, with
reasonable compensation (as determined by IPA), in accordance with the
procedures established by IPA and Plans. Failure to comply with the requirements
of this Paragraph 11.2 may be deemed by IPA to be a material breach of this
Agreement and may, subsequent to a thirty (30) day cure period, at IPA's option,
be grounds for immediate IPA termination of this Agreement. All documents and
information received or obtained by Medical Group or its Specialist Physicians
pursuant to this Paragraph shall be held confidential by Medical Group and its
Specialist Physicians during and after the term of this Agreement and shall not
be disclosed to any person without the prior written consent of IPA or otherwise
required by applicable law.
ARTICLE XII
GENERAL PROVISIONS
12.1 Notices: Any notices required or permitted to be given hereunder by
either party to the other may be given by personal delivery in writing or by
registered or certified mail, postage prepaid, with return receipt requested.
Notices shall be addressed to the parties at the addresses appearing in the
introductory paragraph on the first page of this Agreement, but each party may
change such party's address by written notice given in accordance with this
paragraph. Notices delivered personally will be deemed communicated as of actual
receipt; mailed notices will be deemed communicated as of three days after
mailing.
12.2 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 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.
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12.3 Severability: If any provision of this Agreement is held by a court of
competent jurisdiction or applicable state or federal law and their implementing
regulations to be invalid, void or unenforceable, the remaining provisions will
nevertheless continue in full force and effect.
12.4 Arbitration: Any controversy or claim arising out of or relating to
this Agreement or the breach thereof will be settled by binding arbitration
before a single neutral arbitrator with experience, if possible, in healthcare
and contracts, in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. Either party
may elect to conduct the proceedings on an expedited basis and shall have the
right to conduct such discovery of evidence as may be allowed by the arbitrator.
Such arbitration shall occur within the County of Xxxxxx, State of Georgia,
unless the parties mutually agree to have such proceeding in some other locale.
12.5 Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia.
12.6 Assignment: This Agreement shall be binding upon, and shall inure to
the benefit of, the parties to it, and their respective heirs, legal
representatives, successors and assigns. Notwithstanding the foregoing, Medical
Group and its Specialist Physicians may not assign any of his or her rights or
delegate any of Medical Group and its Specialist Physicians' duties hereunder
without the prior written consent of the IPA. Notwithstanding the foregoing, IPA
may assign any of its respective rights or delegate any of its respective duties
hereunder without obtaining the prior written consent of Medical Group.
12.7 Independent Contractor: At all times relevant and pursuant to the terms
and conditions of this Agreement, Medical Group and each of its Specialist
Physicians is and shall be construed to be an independent contractor practicing
Medical Group and its Specialist Physicians' profession and shall not be deemed
to be construed to be an agent, servant or employee of IPA. This Agreement shall
not be deemed to create a joint venture or partnership. Medical Group and each
of its Specialist Physicians shall be liable for his or her own debts and
liabilities associated with the practice of medicine and shall further be solely
responsible for payment of any income tax, unemployment insurance, social
security or other withholding or payroll taxes.
12.8 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.
12.9 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.
12.10 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.
12.11 Third Party Beneficiaries: Except where provided in favor of Enrollee,
Plans, and/or certain governmental entities, there shall be no third party
beneficiaries to this Agreement.
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IN WITNESS HEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
AHI MEDICAL GROUP, ATLANTA - (IPA) ENT Center of Atlanta, Inc.
By: By:
/s/ Xxxxxxx Xxxxxxx 10/6/97 /s/ Xxxxx X. Xxxxx 8/1/97
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Signature Date Signature Date
Xxxxxxx Xxxxxxx Xxxxx X. Xxxxx
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Printed Name Printed Name
Vice President
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Title State License, Certificate or
Authorization No.
00-0000000
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Social Security Number or Federal
Tax I.D. No.
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The information below marked by * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portion has been separately
filed with the Commision.
EXHIBIT "A"
COMPENSATION
Medical Group agrees to accept the Capitated Services payment amounts listed
below as compensation for all Covered Services customarily provided by a
Physician practicing in the field of OTOLARYNGOLOGY including, without
limitation, such services rendered in a Physician's office, ambulatory care
facility, or on an inpatient basis performed at the applicable IPA's
Participating Hospitals which are Covered Services and are rendered in a manner
consistent with all provisions of this Agreement, IPA's UM/QI protocols, and the
applicable Certificate, and at non-participating hospitals in the Service Area
provided Participating Physician is notified of the need for a Participating
Physician by IPA or its designee.
Health Plan Type Capitated Services Payment
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Commercial [*] per member per month
Medicare [*] per member per month
Medicaid N/A
HEALTH SERVICES COVERED UNDER CAPITATED ARRANGEMENT
1. PHYSICIAN'S SERVICES, INCLUDING INPATIENT AND OUTPATIENT HEALTH CARE SERVICES
2. LABORATORY AND RAYDIOLOGY SERVICES RENDERED IN PROVIDER'S FACILITY
3. AUDIOLOGY SERVICES RENDERED IN THE PROVIDER'S FACILITY OFFICE
4. ALL EMERGENCY AND URGENT SERVICES RENDERED BY PROVIDERS FOR MEMBERS COVERED
BY PLAN
5. ALL APPROVED ENTRELATED CPT CODES EXCEPT THE CPT CODES LISTED IN #11 BELOW
HEALTH SERVICES WHICH ARE NOT COVERED UNDER THE CAPITATED ARRANGEMENT
(compensated at [*] on a fee-for-service basis)
1. DURABLE MEDICAL EQUIPMENT ITEMS REFERRED TO THE APPLICABLE PARTICIPATING
PROVIDER(S) SPECIFED BY PAYOR.
2. PHYSICAL AND/OR OCCUPATIONAL THERAPY SERVICE SUCH-SERVICE WILL BE REFERRED
TO THE PARTICIPATING FACILITY SPECIFIED BY PAYOR.
3. HOSPITAL AND ALL (THERE FACILITY CHARGES FOR INPATIENT AND OUTPATIENT SERVICE
(INCLUDING PHYSICIAN OWNED, LICENSED AMBULATORY SURGERY CENTER(S).
4. HEARING AIDS AND IMPLANTS OF HEARING DEVICES (INCLUDING CPT CODES-69710,
60711 AND 69730)
5. LABORATORY VASCULAR LABORATORY AND RADIOLOGY SERVICE REFERRED BY
OTOLARYNGOLOGIST TO APPLICABLE PARTICIPATING PROVIDERS SPECIFIED BY PAYOR.
6. HOME HEALTH SERVICES AND HOSPICE CARE
7. PHARMACEUTICAL CHARGES DISPENSED BY APPLICABLE PARTICIPATING PROVIDERS
SPECIFIED BY PAYER.
8. CHRONIC PAIN MAMAGEMENT
9. COSMETIC SERVICES
10. DENTAL PROCEDURES INCLUDING TMJ THERAPY, SPLINTS AND MUSCLE SPASM TREATMENTS
11. THE FOLLOWING CPT CODES:
15100 60220 61600-01 69710-11 69950
15770 60225 61605-06-07-08-09-10-11-12-13 69720 69955
20926 60240 61615-16 69725 69960
21235 60245 61618-19 69740 69970
31360 60256 62100 69745 69979
31365 60260 62120-21 69801-02 92599 (VORTEQ)
31367 60270-71 62140 69805-06 95920
31368 61518-19 63707 69820 95925
31390 61520-21 69300 69840 95933
31395 61526 69310 69905 95935
42425 61530 69320 69910 95937
42426 61580-81-82-83-84-85 69530 69915
60252 61590-91-92 69335 69930
60254 61595-96-97-98 69700 69949
8/1/97
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Initials Date
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EXHIBIT "B"
CREDENTIALING CRITERIA
AS AN INDUCEMENT TO IPA TO ENTER INTO THIS AGREEMENT, EACH OF THE MEDICAL
GROUP'S SPECIALIST PHYSICIANS REPRESENTS AND WARRANTS TO IPA THE FOLLOWING, AND
COVENANTS AND AGREES AS FOLLOWS:
I. SPECIALIST PHYSICIAN CREDENTIALS
1.1 Specialist Physician holds as of the date of this Agreement and will
hold throughout the term of this Agreement an unrestricted license or other
authorization to practice in the state of Georgia. A copy of Specialist
Physician current valid license shall be provided to IPA.
1.2 Specialist Physician is a member of the medical staff at the following
Primary Hospital(s) or other hospital(s), having full and unrestricted clinical
and admitting privileges in Specialist Physician specialty at such hospitals:
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Specialist Physician shall maintain all such medical staff appointments and all
clinical and admitting privileges granted in connection therewith unrestricted
throughout the term of this Agreement.
1.3 Specialist Physician has and shall have and maintain throughout the
term of this Agreement unrestricted prescribing privileges. A copy of Specialist
Physician's current DEA certification and state drug registration shall be
provided to IPA.
1.4 Specialist Physician has not and shall not (i) have any hospital
appointment or privileges reduced, limited, suspended or terminated or been
placed on probation by any hospital at which Professional has had a medical or
professional staff appointment or privileges; (ii) been restricted from
receiving payments from Medicare, Medicaid or any other third party
reimbursement programs; (iii) been subject to disciplinary action by any state
or local medical society, specialty society, state board of medical examiners or
the Drug Enforcement Agency; or (iv) been subject to sanctions of any kind
whatsoever by any person or entity for improper prescribing procedures or
actions; PROVIDED, HOWEVER, that in the discretion of IPA, the foregoing shall
not apply to suspensions related to a reasonable delay in completing medical
records. Any such actions shall be reported by Specialist Physician to IPA.
1.5 Specialist Physician has not and shall not have been disciplined,
suspended or terminated for cause from a preferred provider organization, health
maintenance organization, or other managed care organization.
1.6 Specialist Physician has not been subject to indictment for any crime.
1.7 Specialist Physician shall report to IPA any physical or mental
problems that may affect Specialist Physician ability to practice Specialist
Physician profession. If Specialist Physician has such disabilities then
Specialist Physician shall provide a statement from Specialist Physician's
personal physician stating that the disabilities shall not interfere with
Specialist Physician's ability to provide high quality medical care.
1.8 Specialist Physician shall furnish all information requested by IPA on
its application form for credentialing and recredentialing for Participating
provider status under this Agreement. Specialist Physician shall furnish
complete information with respect to Specialist Physician's professional
training and experience, including, without limitation, medical and professional
education, internship and residency, Board Certification and eligibility,
fellowships, teaching appointments, licensure, medical staff membership and
clinical privileges at any facility,
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employment history, and references. IPA has the sole discretion with respect to
the determination of the acceptability of such credentials. Specialist Physician
shall execute the appropriate release directing any and all entities that have
information with respect to the Credentialing Criteria to furnish such
information to IPA upon request. Such entities include, without limitation, all
Participating Hospitals, Primary Hospitals, other hospitals and health care
facilities, medical societies, state examining boards, Medicare intermediaries
and third party payors.
1.9 Specialist Physician shall provide the following information:
(a) Details of any liability actions brought against
Specialist Physician arising out of or related to the
delivery of patient care services, that have resulted
in adverse judgments or in any financial settlements.
(b) Details of any pending liability action brought
against Specialist Physician arising out of or
related to the delivery of patient care services.
IPA has sole discretion in the determination of the impact of this information
for purposes of compliance with the Credentialing Criteria.
1.10 As of the date of this Agreement, Specialist Physician is duly
qualified to offer, and in fact offers and will continue to offer throughout the
term of this Agreement, Specialist Care Services in the area of [Name of
Specialty].
1.11 Specialist Physician shall be board certified by all appropriate boards
applicable to the Specialist Care Services in the specialty identified above.
(Professionals who have recently completed training and are board eligible may
be considered for Participating Providers, pending board certification;
PROVIDED, HOWEVER, if a Specialist Physician fails to become board certified
within the time frame prescribed by the appropriate board, the Participating
Provider status of such Specialist Physician shall be subject to termination).
II. BUSINESS CRITERIA
The Specialist Physician Credentials constitute the Credentialing Criteria for
the professional qualifications of physician Providers. Specialist Physician
qualifying under the Specialist Physician Credentials shall be evaluated by IPA
to determine if such Specialist Physician fulfills the Business Criteria. The
Business Criteria of IPA regard the evaluation of the Specialist Physician in
the context of the business needs of IPA and its clients.
2.1 IPA may utilize available data sources to evaluate, where possible, the
cost effectiveness of the patterns of practice of Medical Group. The evaluation
factors may include, without limitation: frequency of service; intensity of
service; average cost per DRG; average cost per encounter; and usage of
ancillary services. A significant differentiation by Specialist Physician in any
of the parameters subject to this evaluation may indicate a practice style and
philosophy incompatible with the business objectives of IPA. IPA may determine,
in its sole discretion, to decline to execute a Participating Physician
agreement with any Specialist Physician based upon this or any other
information.
2.2 IPA may also consider how the participation of Specialist Physician
furthers the needs of IPA's clients and their Enrollees. Such an evaluation may
include, without limitation: Specialist Physician specialty, if any; the need
for a physician of such qualifications in a specific geographic area; the number
of physicians necessary to service the population; the relationship of
Specialist Physician to other Participating Providers; and unique skills such as
foreign language proficiency. Qualification under the Business Criteria shall be
in the sole discretion of IPA.
2.3 From time to time IPA may, in its sole discretion, to serve the needs
of Plan and Enrollees, offer Participating Provider agreements to physicians or
other providers deemed to be competent who may not fulfill each aspect of the
Credentialing Criteria.
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III. GENERAL
3.1 IPA reserves the right to require independent verification of any and
all of the Credentialing Criteria and to perform site visits to the location of
Specialist Physician office.
3.2 From time to time, IPA may, in its sole discretion, to meet the needs
of its clients and Enrollees,
(a) modify the Credentialing Criteria, and
(b) offer participation in selected Plans to Participating
Providers meeting criteria that, in the discretion of IPA,
best meet the specific terms, conditions, and purposes of such
Plans and the needs of its Enrollees.
3.3 Specialist Physician agrees that IPA may confirm Specialist Physician
compliance with any of the Credentialing Criteria for the benefit of payors and
for the purpose of showing Specialist Physician compliance with credentialing
criteria applicable under any agreement with payors. Specialist Physician agrees
to cooperate with IPA in demonstrating Specialist Physician compliance with
Credentialing Criteria under such agreements.
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EXHIBIT "C"
IPA SERVICE AREAS
Below is listed the name of each IPA and its corresponding zip code service
area:
AHI Medical Group, Atlanta - Northeast (Network 1) consists of the following zip
codes:
30075 30328
30076 30338
30130 30341
30131 30342
30201 30345
30202 30346
30319 30350
30326 30360
AHI Medical Group, Atlanta - North (Network 2) consists of the following zip
codes:
30060 30101
30062 30102
30064 30114
30066 30144
30067 30183
30068 30188
30080
AHI Medical Group, Atlanta - West (Network 3) consists of the following zip
codes:
30001 30134
30057 30135
30059 30141
30082 30187
30132 30336
AHI Medical Group, Atlanta - East Central (Network 4) consists of the following
zip codes:
30002 30083
30021 30084
30030 30088
30032 30324
30033 30329
30079
AHI Medical Group, Atlanta - East (Network 5) consists of the following zip
codes:
30034 30207 30267
30035 30208 30278
30038 30209 30279
30058 30211 30340
30071 30221 30518
30087 30243 30620
30092 30244 30641
30093 30245 30655
30136 30247 30666
30174 30249 30680
30203 30255
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AHI Medical Group, Atlanta - Metro (Network 6) consists of the following zip
codes:
30214 30314
30303 30315
30305 30316
30306 30317
30307 30318
30308 30327
30309 30330
30310 30331
30311 30334
30312 30339
30313
AHI Medical Group, Atlanta - South (Network 7) consists of the following zip
codes:
30027 30236 30291
30049 30248 30296
30050 30253 30334
30205 30260 30337
30213 30268 30344
30216 30273 30349
30223 30274 30354
30228 30276
30233 30281
30234 30290
AHI Medical Group, Atlanta - Southwest (Network 8) consists of the following zip
codes:
30220
30259
30263
30265
30269
30277
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EXHIBIT "D"
PARTICIPATING PHYSICIANS
I. Medical Group Participating Physicians:
ATLANTA EAR, NOSE AND THROAT
ASSOCIATES, P.C.:
Xxxxx X. Xxxxx, M.D.
Xxxxxxx X. Xxxxx, M.D. ALLATOONA ENT & FACIAL PLASTIC
Xxxxxx X. Xxxx, M.D. SURGERY:
Xxxxxx X. Xxxxxxx, M.D.
Xxxxxx X. Xxxxx, M.D. Xxxxxx Xxxxxx, M.D.
Xxxxxxx X. Xxxxx, M.D.
Xxxxx X. Xxxxxxx, M.D. Xxxxxxxxx Xxx Xxxxxxxxxx, M.D.
Xxxxxx X. Gradlage, M.D.
Xxxxxxx X. Xxxxxxxx, M.D.
Xxxxx X. Xxxxxx, M.D. XXXXX OTOLARYNGOLOGY GROUP,
Xxx X. Xxxxx, M.D. P.C.:
Xxxxxx X. Xxxxxxxxx, M.D.
Xxxxx X. Xxxxx, M.D. Xxxxxxx X. Xxxxx, M.D.
Xxxxx Xxxxx, M.D.
Xxxxxx X. Xxxxxxxx, M.D. H. Xxxxxxx Xxxxx, M.D.
Xxxxxx X. Xxxxxxxxxxx, M.D.
Xxxxx X. Good, M.D. Xxxxxx Xxxxx, M.D.
Xxxxxx Xxxx, M.D.
Xxxxxx X. Xxxxx, M.D.
Xxxxxx Xxx Xxxx, M.D. XXXXXX X. XXXXXXX, M.D.
Xxxxxxx X. Xxxxxx, M.D.
EMORY CLINIC
Xxxxxxx X. Xxxxxxx, M.D.
Xxxxx Cerenko, M.D.
Xxxxx X. Xxxxxxxx, M.D.
Xxxx X. XxxXxxxxx, M.D.
Xxxxxx X. Xxxxxxx, D.O.
Xxxx Kingdom, M.D.
Xxxxxx X Xxxxxxxxx, M.D.
II. Medical Group shall provide written notification to Plan ninety (90)
days prior to adding any Participating Physician to Medical Group and
shall notify Plan immediately upon termination of a Participating
Physician from Medical Group.
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Initials Date
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