EXHIBIT 10.11
RADIOLOGY SERVICE PROVIDER AGREEMENT
CONTRACTED SERVICES
This Agreement is made and entered into February 1, 1996, by and between
AMERICAN MEDICAL IMAGING INCORPORATED (hereinafter referred to as"AMIC"), a
corporation organized under the laws of the State of Texas and Xxx.Xxx., Inc.
(hereinafter referred to as "PHYMED").
WITNESSETH
WHEREAS, PHYMED desires to provide radiological services for AMIC patients in
accordance with the terms of the Agreement, and;
WHEREAS, AMIC is a texas corporation which is involved in the provision of
diagnostic radiological services, and;
WHEREAS, AMIC desires to contract with a diagnostic radiological center to
provide services to its patients that it is unable to provide at its centers,
and;
WHEREAS, PHYMED desires to provide those services to AMIC's patients under the
terms of this Agreement.
NOW THEREFORE, for in consideration of the mutual covenants and promises
expressed herein, the adequacy of which is forever acknowledged and confessed,
the parties agree to as follows:
ARTICLE I
OBLIGATIONS OF AMIC
1.01 Provision of Marketing Services. AMIC agrees to provide
marketing services associated with patients referred by
AMIC.
1.02 Referral of Procedures. AMIC shall refer only patients for MRI
procedures for which it does not have appropriate physician or
equipment services available at its Dallas site.
ARTICLE II
OBLIGATIONS OF PHYMED
2.01 Services. PHYMED agrees to provide MRI services to patients
of AMIC on as scheduled basis without discrimination.
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2.02 Records. PHYMED shall maintain records and information
including, but not limited to, information relating to the
provision of PhyMed Services in accordance with general
standards applicable to such records. PHYMED will make such
records available to other medical providers, subject to
applicable confidentiality requirements, when such records are
necessary for treating a referred patient, and that such
records shall be retained for at least five (5) years from
date of service. Records are to be available for review during
normal business hours.
2.03 Rules & Regulations. PHYMED will comply with policies and
procedures identified in AMIC Rules & Regulations for
evaluating and ensuring quality of care and cost containment.
2.04 Policies and Procedures. PHYMED agrees to comply with all
Administrative Policies and Procedures relating to the
delivery of medical services, and also to comply with all
applicable State and Federal laws and regulations relating to
Health Care Organizations or to Ancillary Service Providers
performance of Covered Services under this Agreement.
2.05 Malpractice Coverage. PHYMED shall maintain professional
liability policies for a minimum of $500,000 dollars per
occurrence and $1,000,000 dollars in aggregate, unless the
parties otherwise designate in writing. In addition, PHYMED at
their sole cost and expense, agrees to maintain such policies
of general and professional liability insurance and other
insurance as necessary to ensure PHYMED and PHYMED's
employees, agents, and representatives against claims for
damages arising from personal injuries or death occasioned
directly or indirectly in connection with the performance of
any services provided hereunder, the use of any property and
facilities provided by PHYMED, and activities performed by
PHYMED in connection with this Agreement.
2.06 Non-Discrimination. PHYMED will neither differentiate nor
discriminate in the treatment of patients who are referred by
AMIC. PHYMED will neither differentiate nor discriminate in
the treatment of referred patients because of race, color,
national origin, ancestry, religion, sex, marital status, or
age. PHYMED will render services to referred patients in the
same manner, in accordance with the same standards, and within
the same time availability as offered other patients.
ARTICLE III
REIMBURSEMENT FOR PROVISION
OF COVERED SERVICES
3.01 PHYMED Agrees to Seek Payment Only from AMIC. PHYMED warrants
that they shall seek payment only from AMIC. PHYMED agrees to
accept the payment from AMIC, referenced in Exhibit A hereto,
as payment in full for those health services determined by
AMIC to be Covered Services, and will not un der any
circumstances seek payment from any patient. PHYMED
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understands the prohibition against billing patient for
services covered by this Agreement.
3.02 PHYMED Statement and Claims Submission. when billing fee for
service, PHYMED agrees to submit to AMIC statements for
Covered Services rendered to referred patient, including a
full itemization of treatments given. Statements must include
all necessary provider and insurance identification, including
patient member name and number; provider name; date of
service, diagnostic code; procedure code; and copies of any
required referral authorization forms. Such xxxxxxxx shall be
on the HFCA 1500 Form, UB-92 or other such form as approved by
AMIC. PHYMED shall be compensated those amounts set forth in
Exhibit A of this Agreement, which is attached hereto and
incorporated by this reference. All xxxxxxxx must be
accompanied by proper authorization. Claims must be submitted
within sixty (60) days of the date of service for payment to
be made.
ARTICLE IV
MUTUAL AGREEMENTS
4.01 Term. This Agreement shall commence on the date set forth
above and shall continue in effect for one (1) year,
automatically renewing at each anniversary date for an
additional one (1) year period unless terminated by either
PHYMED or AMIC under the termination provisions set forth
below or by the giving of written notice to the other party at
least ninety days prior to the end of such term indicating an
intent not to renew.
4.02 Termination Without Cause. This Agreement may be terminated
without cause by either party hereto, upon ninety (90) days
written notice to the other party.
4.03 Termination For Cause.
(a) Notwithstanding any other provision of this Agreement, the
AMIC shall have the right to terminate this Agreement
immediately upon the occurrence of any of the following
events: (1) PHYMED ceases to have an unrestricted license to
practice, an unrestricted DEA authorization number, and DPS
Registration; (2) PHYMED fails to maintain the insurance
coverage required under this Agreement; (3) PHYMED's quality
assurance or utilization record falls below the standards
required under any quality assurance or utilization review
program established by the AMIC or by any Health Plan; (4) a
bankruptcy or insolvency proceeding is initiated by or
against PHYMED; (5) PHYMED commits a material breach under
this Agreement and such breach is not cured within thirty
(30) days of written notice given by the AMIC to PHYMED; (6)
any statement or representation made by PHYMED to AMIC shall
prove to have been false or misleading in any material
respect when made; (7) PHYMED commits a material breach
under any Managed Care Contract and the AMIC determines, in
its sole judgment, that such breach impairs the ability of
PHYMED to perform under this Agreement; (8) PHYMED fails to
meet the credentialing criteria established by the AMIC for
Ancillary Service Provider's area of practice; or (9) PHYMED
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engages in conduct which, in the reasonable judgment of the
AMIC, is damaging to the name and reputation of the AMIC and
its other members.
(b) PHYMED may terminate this Agreement in the event that AMIC
fails to make payments to PHYMED as provided in this Agreement
and in accordance with the applicable Managed Care Contract
and such default has not been cured within thirty (30) days
after receipt of written notice of such default from PHYMED.
4.04 Assignment. This Agreement may not be assigned or transferred
in any way by the PHYMED without the prior written consent of
the AMIC. The AMIC may not assign this Agreement without the
consent of PHYMED unless the assignment is to an entity which
is formed for purposes of entering into a Management Services
Agreement with Princeton Integrated Physicians Association.
4.05 Independent Contractors. None of the provisions of this
Agreement are intended to create, nor shall any be designated
or construed to create any relationship between PHYMED and
AMIC other than that of independent entities contracting with
each other hereunder solely for effecting the provisions of
this Agreement. Neither of the parties hereto, nor any of
their respective representatives, shall be construed to be the
agent, employee, or representative of the other.
4.06 Controlling Law. This Agreement shall be governed in all
respects by the Laws of the State of Texas and by the laws of
the Federal Government. The invalidity or unenforceability of
any terms or conditions hereof shall in no way affect the
validity or enforceability of any other term or provision.
4.07 Use of Ancillary Provider Name. AMIC may list the names,
addresses, phone numbers and ancillary provider names in a
general list of participating providers (Provider Directory)
which is distributed to referring physicians, potential
referring physicians and other participating providers.
4.08 Amendments or Modifications of Agreement. this Agreement
constitutes the entire understanding of the parties hereto.
Amendments or modifications of this Agreement shall be
mutually agreed to in writing by AMIC and PHYMED. In the event
that AMIC wishes to amend or modify this Agreement, AMIC may
deliver said Amendment or Modification to PHYMED in accordance
with Article V 5.09 of this Agreement. PHYMED shall have
twenty (20) days to respond to AMIC in accordance with Article
V 5.09. If no response is received from PHYMED within twenty
(20) days of receipt of Amendment or Modification, it shall be
deemed that PHYMED has approved such Amendment or
Modification. In the event AMIC is required to amend this
Agreement in order to comply with changes required by the duly
constituted regulatory authorities of the State of Texas or
the Federal Government, AMIC shall furnish PHYMED written
notice of any such Amendments and PHYMED shall be bound by
such Amendments.
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4.09 Notices. Any and all notices required to be given pursuant to
the terms of this Agreement must be given in writing and
delivered by United States mail, postage prepaid, return
receipt requested at the following addresses listed below by
the appropriate signature line.
4.10 Waivers of Default. The waiver by either party of one or more
defaults on the part of the other party in the performance of
obligations under this Agreement will not be construed to
operate as a waiver of any subsequent defaults. All such
waivers must be set forth specifically in writing and signed
by the waiving party.
4.11 Confidentiality of Contract and Proprietary Information. Both
parties agree that this contract is private between both
contracting parties. The contract is not to be disseminated by
either party other than to regulatory agencies that have a
right to review.
4.12 No Third Party Beneficiaries. Nothing in this Agreement,
express or implied, is intended or should be construed to
confer upon any person or entity other than the parties of
this Agreement, any right, remedy or claim by reason of this
Agreement as third party beneficiaries. The terms of this
Agreement are for the sole benefit of the parties and their
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year above set forth.
PHYMED AMIC
By: By:
/s/ Xxxxxx X. Xxxxxx /s/ X. Xxxxxx
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Signature Signature
President Vice President
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Title Title
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SCHEDULE A
ANCILLARY SERVICE REIMBURSEMENT
1. Reimbursement for Ancillary Services.
C. Contracted Rate. AMIC shall pay PHYMED at flat rate per MR of
$300.00.
D. Terms of Payment. PHYMED shall submit an invoice by the 5th
day of the month following the state of service for AMIC
patients. AMIC shall make prompt payment to PHYMED for these
services within ten working days of the date of the invoice
aforementioned.
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