Exhibit 10.44
PRIMARY CARE LIMITED PARTICIPATION AGREEMENT
1. This PARTICIPATION AGREEMENT is entered into on _____, 1996 by DOCTORS
HEALTH SYSTEM, INC. ("DHS") and the
PHYSICIAN whose name appears below.
2. Physician warrants to DHS that he/she is an actively practicing primary
care physician who intends to enter into a cooperative relationship with
other DHS affiliated physicians to manage care provided to DHS HMO Members.
3. Physician agrees to provide to eligible persons who elect to enroll in an
HMO managed care product offered by any Payor who has contracted with DHS
(the "DHS HMO PLANS") those primary care services customarily provided by
primary care physicians to eligible patients, as may be required by the DHS
HMO Plans. These patients are referred to in this Agreement as the "DHS HMO
MEMBERS".
4. DHS will credential Physician. Physician agrees to cooperate with the DHS
credentialing and review process, all at no cost to Physician.
5. Physician agrees to participate in the managed care agreements that DHS
enters into with DHS HMO Plans. Physician agrees to accept a reasonable
number of DHS HMO Members under the DHS HMO Plans.
6. Physician agrees to abide by and comply with the relevant provisions of the
agreements between DHS and the DHS HMO Plans. DHS will provide summaries of
all relevant provisions that may apply to Physician.
7. Physician agrees to work cooperatively and in good faith with DHS and with
the other DHS affiliated physicians providing services to the DHS HMO
Members. To this end, Physician will use all reasonable efforts to:
(bullet) Prepare and maintain customary medical records for services
provided to DHS HMO Members and provide DHS with access to such
records without charge. DHS agrees that all patient records will
be treated as confidential and will comply with laws and
regulations related to confidentiality and all ethical standards
for physicians regarding the confidentiality of patient records.
(bullet) Comply with and accept payment conditions of this Agreement.
(bullet) Comply with managed care medical standards adopted by DHS
affiliated physicians as part of arrangements with the DHS HMO
Plans.
(bullet) Cooperate with DHS' efforts to contact eligible patients in
Physician's practice, including providing mailing lists and use of
Physician's name in correspondence.
(bullet) Sign and submit in a timely manner authorizations, consents,
encounter data and other forms adopted by DHS.
(bullet) Comply with DHS policies and guidelines which DHS provides to
physician.
8. Physician will participate in all utilization review, quality assurance and
credentialing programs operated by DHS to assure or improve the quality and
effective utilization of health care services to the DHS HMO Members
("QA/UR PROGRAMS"). Physician agrees not to hold DHS and other participants
in the QA/UR Programs responsible for any reasonable recommendations made
or actions taken in good faith with respect to Physician. Physician will
participate in all programs developed by DHS that are designed to resolve
DHS HMO Member grievances.
9. Physician agrees not to xxxx DHS HMO Members unless the service provided
was not a covered service under the DHS HMO Plan and the DHS HMO Member was
given prior written notice that the services would not be covered. However,
Physician may charge, xxxx, collect and keep from DHS HMO Members any
copayments or coinsurance. Except for copayments or coinsurance, Physician
agrees that, whether or not there is any unresolved dispute for payment,
under no circumstances, including but not limited to nonpayment by DHS or
DHS insolvency, will Physician make any claims, other than for copayments
or coinsurance, against any DHS HMO Member for covered services.
10. Physician agrees not to differentiate or discriminate in the treatment of
patients as to the quality of services delivered to DHS HMO Members because
of race, sex, age, religion, place of residence, health status or source of
payment, and to observe, protect and promote the rights of DHS HMO Members
as patients.
11. Physician will make arrangements for twenty-four hours, seven days a week
coverage to DHS HMO Members through other primary care physicians who
participate in the DHS provider network.
12. Physician agrees to respond within three days of receipt to any written
inquiry from DHS about services provided to DHS HMO Members or any other
matters relating to this Agreement, subject to all laws regarding the
confidentiality of medical records,.
13. DHS will provide to Physician a list of other physicians and other health
care providers who provide medical services in the DHS provider network.
Other than in cases of a bona-fide medical emergency, Physician agrees to
utilize the DHS provider network when arranging for additional medical
services required by DHS HMO Members.
14. DHS' affiliated physicians have developed protocols and practice procedures
applicable to fellow physician participants in the DHS provider network
(the "DHS PROTOCOLS"). Physician agrees to follow the DHS Protocols when
treating DHS HMO Members. If Physician should ever deem any aspect of the
DHS Protocols to be medically inappropriate or otherwise inappropriate for
utilization by Physician, Physician may notify DHS in writing, with
sufficient specificity to enable DHS to respond to Physician's concerns.
15. Physician will own and operate all aspects of his or her medical practice
and will remain responsible for all operations of the medical practice,
including all patient treatment decisions and employee, office, lease and
financial affairs. DHS is not engaged in the practice of medicine and will
not interfere in any patient treatment decisions.
16. DHS may use Physician's name, specialty, telephone number(s), and business
location(s) in marketing, descriptive, and other information relating to
the DHS HMO Plans, and will include Physician as a member of the DHS
provider network during this Agreement. Physician may nonetheless be
precluded from participating in a DHS HMO Product by one of the DHS HMO
Plans. In such an event, DHS will notify Physician, in writing, within 30
days of learning of such an action, and will assist Physician, if
requested, in seeking to overturn such an action.
17. DHS will finalize, in cooperation with primary care physician
representatives from Doctors Health Xxxxxxxxxx, LLC, the commercial and
Medicare primary care base capitation rates using their good faith best
efforts to reflect the prevailing market rate for Xxxxxxxxxx County
("PRIMARY CARE BASE CAPITATION RATES"). Attached as SCHEDULE A are the
proposed DHS Primary Care Base Capitation Rates that DHS believes
reflect prevailing market rates for Xxxxxxxxxx County. DHS will provide
to Physician the finalized Primary Care Base Capitation Rates agreed
upon with Doctors Health Xxxxxxxxxx, LLC, and Physician will have 3
business days to reject such Primary Care Base Capitation Rates and
terminate this Agreement. Otherwise, DHS will pay to Physician, and
Physician agrees to accept from DHS as compensation for all covered
services provided by Physician to DHS HMO Members the finalized Primary
Care Base Capitation Rates.
18. The Primary Care Base Capitation Rate may be adjusted for age and sex of
the DHS HMO Members. The Medicare Primary Care Base Capitation Rate will be
INCREASED by an amount up to ten percent (10%), based upon the number of
enrolled Medicare DHS HMO Members in Physician's panel, according to a
formula established by DHS in cooperation with primary care physician
representatives from Doctors Health Xxxxxxxxxx.
19. All Payments of the Primary Care Base Capitation Rate will be made by DHS
directly to Physician, by the fifth business day of the month for the prior
month's enrollment. The percentage bonus for capitated panel size will be
calculated at the beginning of each quarter.
20. In order to provide economic incentives for Physicians to provide the
best possible health care to DHS HMO Members while fostering
efficiencies in utilization and quality assurance, DHS' affiliated
physicians have established, and Physician will participate in, a bonus
pool. The amount of bonus awards are determined according to DHS' primary
care bonus system, rewarding high clinical quality, appropriate
utilization, patient satisfaction and retention and the extent of
cooperation with other participating physicians and DHS. Based upon this
system, Physician may receive up to 25% OF THE SURPLUS generated in
Physician's panel of DHS HMO Members after managed care expenses (up to
a maximum of 25% of all Primary Care Base Capitation payments received by
Physician that year or the limits permitted by applicable health care
regulations). Physician will never be responsible for managed care losses.
These are the sole responsibility of DHS. Awards for calendar year
1996 will be paid by DHS in April of 1997. Awards for calendar year 1997
will be made in April of 1998.
21. Physician understands that DHS will be paid by the DHS HMO Plans for all
services provided by Physician to DHS HMO Members. Except for copayments
and coinsurance, Physician will not seek to collect or accept any
reimbursement from DHS HMO Members or the DHS HMO Plans for any covered
services provided to DHS HMO Members.
22. Physician will maintain, at his or her expense, general and professional
liability insurance coverage of not less than $1,000,000 per claim and
$3,000,000 per year. Physician will provide DHS with copies of the
policies or other evidence of compliance with the insurance
requirements. Physician will notify DHS when any patient of Physician
files a claim or any notice of intent to commence legal action alleging
professional negligence against Physician or of the settlement of any
such claim by Physician or if a judgment is rendered against Physician in
any such legal action. Physician will promptly notify DHS in writing of
any changes in or cancellations of any policy of insurance maintained
by Physician. If such policy is written on a claims made basis and such
coverage is discontinued, Physician will purchase an "Extension of
Coverage Endorsement" within ten (10) days of written notice of
discontinuance and shall provide DHS with a copy of this endorsement.
23. This Agreement will expire on DECEMBER 31, 1997 (the "TERM"), unless
extended by mutual agreement or earlier terminated pursuant to the terms
hereof.
24. This Agreement may be terminated by Physician upon 90 days prior written
notice to DHS if DHS fails to perform its obligations to Physician or to
pay any amounts required to be paid by DHS to Physician.
25. DHS may terminate this Agreement by notice in writing to Physician for good
cause, or if Physician materially breaches this Agreement and such breach
continues for a period of thirty (30) days after written notice is given to
Physician by DHS specifying the nature of the breach. Good cause means:
(bullet) Physician's membership in any professional organization is
terminated for cause related to professional conduct, or Physician
resigns from any professional organizations under the threat of
disciplinary action for professional conduct.
(bullet) Physician is indicted upon a charge of committing a felony or any
misdemeanor involving moral turpitude.
(bullet) Physician fails to comply with rules, regulations and policies
imposed with regard to the Medicare programs or to preserve his
or her eligibility to participate in the Medicare programs.
(bullet) Physician fails to comply with any material DHS Protocols.
(bullet) Physician takes any action which puts a DHS HMO Members' health
at risk.
(bullet) Physician loses his/her license or certificate to practice
medicine.
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26. To the extent required to enable DHS to comply with Section 952 of the
Medicare and Medicaid Amendments of 1980, or regulations promulgated
pursuant thereto, Physician shall until the expiration of four (4) years
after the furnishing of services under this Agreement, make available, upon
written request, to the Secretary of Health and Human Services or the
Comptroller General of the United States, or to any of their duly
authorized representatives, this Agreement and such of Physician's books,
documents and records as are necessary to certify the nature and extent of
costs under this Agreement.
DOCTORS HEALTH SYSTEM, INC.
By:______________________________(SEAL)
Chairman
PRINTED NAME PHYSICIAN
________________________ _________________________________(SEAL)
Please Attach Business Card , M.D.
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