Exhibit 10.66
AMENDMENT NUMBER 1 TO
MEDICAL DIRECTOR SERVICES AGREEMENT
THIS AMENDMENT NUMBER 1 TO MEDICAL DIRECTOR SERVICES AGREEMENT (this
"Amendment") is made and entered into this 26th day of June, 2002, effective as
of the 1st day of May, 2002, by and between RENAL CARE GROUP ARIZONA, INC., an
Arizona corporation as assignee of Renal Care Group, Inc. (the "Company"), and
ARIZONA NEPHROLOGY ASSOCIATES, PLC, an Arizona professional limited liability
company as assignee of certain individual physicians (the "Group").
WITNESSETH:
WHEREAS, the Company and the Group are parties to a Medical Director
Services Agreement (Group Practice/Freestanding Facilities), effective as of
September 30, 1996 (the "Agreement"), under which the Group provides medical
director services for dialysis facilities located in Arizona that are owned in
whole or in part by the Company; and
WHEREAS, Renal Care Group, Inc. assigned the Agreement to the Company;
and
WHEREAS, individual physician members of the Group assigned the
Agreement to the Group under an Assignment and Assumption Agreement dated June
8, 1999; and
WHEREAS, the parties to this Amendment now desire to make certain
modifications and amendments to the Agreement as provided in this Amendment; and
WHEREAS, capitalized terms that are used but not defined in this
Amendment that are defined in the Agreement shall have the meanings set forth in
the Agreement;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
undertakings set forth in this Amendment and in the Agreement, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Amendment hereby agree as follows:
1. Definitions. The parties agree that the Agreement is hereby amended
to delete therefrom the definition of the term "Facilities" in the Preamble to
the Agreement. For purposes of the Agreement and this Amendment, the term
"Facilities" means, collectively, the dialysis facilities listed on attached
EXHIBIT A and EXHIBIT A-1 to this Amendment. For purposes of the Agreement and
this Amendment, the term "DRA Facilities" means the dialysis facilities listed
on attached EXHIBIT A-1 to this Amendment. For purposes of the Agreement and
this Amendment, the term "HCFA" and references to the "Health Care Financing
Administration" are hereby deleted from the Agreement, and the terms "CMS" and
"Centers for Medicare and Medicaid Services" are inserted in lieu thereof.
2. Deletion of DRA Facilities. (a) Except as provided herein and in
subsection (b) below, the Company may from and after the date of this Amendment
through May 1, 2003, upon written notice to the Group that the Company has
entered into a Medical Director Services Agreement with Desert Renal Associates,
PLC ("DRA"), delete the DRA Facilities from the definition of Facilities. From
and after the delivery of such notice (the "Deletion Notice"), the Group shall
not be responsible for the performance of medical director services at the DRA
Facilities, and the Company shall not be responsible for paying the portion of
the medical director fee attributable to the DRA Facilities as contemplated by
Section 3.1 of the Agreement, as amended by this Amendment. Until the delivery
of the Deletion Notice, the Group shall continue
to subcontract with DRA, so that DRA will provide medical director services for
the DRA Facilities on a subcontracted basis. The parties agree that if the
Company delivers the Deletion Notice, then the Company and the Group will not
enter into any agreement under which the Group will provide medical director
services for any of the DRA Facilities until at least one year after RCG
delivers the Deletion Notice. Notwithstanding the foregoing, the Company agrees
that it shall not enter into any separate Medical Director Services Agreements
with DRA until and unless, after good faith negotiations with DRA (as described
further in subparagraph 2(b) herein), the Group is permitted to own membership
interests representing a minimum aggregate ownership interest of 20% in Renal
Dimensions, LLC ("RDI") or the Group and the Company enter into a joint venture
for other dialysis facilities in Arizona.
(b) The Company will from time to time engage in good faith
negotiations with DRA for a period of up to one (1) year from the date of this
Amendment to enter into a new Medical Director Services Agreement with DRA AND
to cause DRA either (i) to permit the Company to offer the Group a membership
interest of at least an aggregate of 20% in RDI, a joint venture between the
Company and DRA, or (ii) to permit the Company to enter into a new joint venture
arrangement with the Group to develop new dialysis facilities in and around
Arizona, notwithstanding the first refusal provisions of the Limited Liability
Company Agreement for RDI in favor of DRA. The Company will report to the Group
at least every two (2) months concerning the status of such negotiations with
DRA. The Company will give the Group written notice if, at any time during the
one (1) year period, the Company determines that it can not enter into a new
Medical Director Services Agreement with DRA or if DRA refuses to permit the
Group ownership in RDI or to enter into a joint venture with the Company as
contemplated above (a "Termination Notice"). If (A) the Company delivers the
Termination Notice, or (B) the Company has not entered into a new Medical
Director Services Agreement with DRA on or before May 1, 2003, then the Company
shall cease to have the right to contract separately with DRA for the DRA
Facilities during the term of this Agreement (i.e. the Company agrees that if
negotiations with DRA fail, it will not enter into separate Medical Director
Services Agreements with DRA for any of the Facilities during the term of this
Agreement as it may be extended as provided below), and the Group will no longer
be required to subcontract with DRA to obtain services for the DRA Facilities.
In furtherance of the foregoing, the term of the Agreement shall be tolled
during the negotiation period, such that, if Company is unsuccessful in its
negotiations with DRA, then the term of the Agreement shall continue for a
period of one (1) year after the earlier of the Company's delivery of a
Termination Notice or May 1, 2003, and the parties shall abide by the terms and
conditions of the Agreement and this Amendment during such extended term.
3. Responsibilities. The parties agree that Section 1.2 of the
Agreement shall be, and is hereby, amended by deleting such Section in its
entirety and inserting in lieu thereof the following:
1.2 Responsibilities. Without limiting the generality of this
Article I, the Group shall provide the medical director services
described in EXHIBIT B, which may be revised and updated from time to
time by the Company, provided that any change that is not a CMS or
other legal requirement must first be approved by the Group if it
materially increases the medical director duties hereunder. The Group
will designate a principal contact for coordination of medical director
services at each Facility. Such principal contact may not be changed
without the written consent of the Company, which consent will not be
unreasonably withheld; provided that the Group will not seek to change
the principal contact for any Facility more often than once a year
except in the event of the death, disability or retirement of, or other
exigent circumstances involving the principal contact.
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4. Compensation for Services. The parties agree that Section 3.1 of the
Agreement shall be, and is hereby, amended by deleting such Section in its
entirety and inserting in lieu thereof, the following:
3.1 Compensation. (a) In consideration of the services,
covenants, and agreements agreed to be performed by the Group during
the Term, the Company shall pay the Group $1,168,000 per year, payable
in substantially equal monthly installments in arrears. In addition to
the annual medical director fee described above, the Group shall be
eligible for an annual bonus of up to 15% of such annual medical
director fee (exclusive of the $288,000 fee attributable to the DRA
Facilities) based upon the success of the Facilities (other than the
DRA Facilities) in meeting performance criteria for the Facilities and
Group generally prescribed by Renal Care Group, Inc., parent company of
the Company ("RCG"), for its facilities in the region in which the
Facilities are located. This bonus will be first payable for the year
beginning January 1, 2002 and ending December 31, 2002, but the bonus
will be prorated based on the period of time during such year after
Amendment Number 1 to this Agreement was in force. Prior to January 1
of each year from and including 2002, the Group will give the Company a
notice stating the allocation of the potential bonus among the
Facilities (other than the DRA Facilities), showing the percentage of
the total bonus attributable to each such Facility. Such allocation
shall be subject to the review and approval of the Company, which
approval will not be unreasonably withheld. The Group shall make such
allocation taking into account patient census, patient demographics,
the amount of time expected to be spent providing medical director
services to each such Facility and other similar relevant factors. The
criteria for reviewing and determining the bonus amount will be
substantially similar to those attached as EXHIBIT C to this Agreement.
RCG may change the bonus criteria annually, and the Company will
provide the revised criteria to the Group when adopted. RCG will not
adopt clinical goals in the bonus criteria that supersede or undermine
the Group's or any of its physicians' best clinical judgment. The Group
will have the right to review the computation of the bonus and to
dispute in good faith the Company's calculation of the bonus based on
objective evidence of the Group's performance in relation to the bonus
criteria. The Group agrees to accept this payment (as it may be
adjusted as provided below) by the Company as the total compensation
for all services, covenants and agreements pursuant to this Agreement.
(b) The Group and the Company acknowledge and agree that
$288,000 of the base medical director fee contemplated above is
attributable to the DRA Facilities and that after the delivery of the
Deletion Notice, the base medical director fee will be deemed
automatically reduced to $880,000.
(c) (i) Beginning 90 days prior to May 1, 2003 and May 1 of
each year thereafter, if either party believes that the fair market
value of the services provided by the Group under this Agreement has
changed in any material way since the most recent anniversary of the
effective date of a change in compensation payable under this Agreement
(a "Compensation Adjustment Date"), then such party may notify the
other that it believes such a change has occurred and the Group and the
Company shall negotiate in good faith an adjustment to the compensation
described in Section 3.1(a) above so that it represents fair market
value for the duties and responsibilities of the Group to be provided
during the next year under this Agreement. Notwithstanding the
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foregoing, no adjustment pursuant to this subsection (c)(i) to the
compensation payable under this Agreement shall be effective unless set
forth in writing signed by the Group's and the Company's authorized
representatives, which writing shall be deemed an amendment to this
Agreement.
(ii) If the Group and the Company are unable to agree
on an adjustment, then either may require that an adjustment of the
compensation hereunder be submitted to a qualified independent third
party mutually selected by both the Group and the Company to determine
the fair market value of the services required hereunder, the costs and
fees of which shall be borne equally by the Group and the Company. If
the Group and the Company are unable to agree on the third party, then
each of the Company and the Group shall at its own cost and expense
select its own qualified independent third party and the average of
such two determinations of fair market value shall be the revised
compensation unless such determinations are more than 10% apart, in
which case such third parties shall mutually select an additional
qualified independent third party, the fees and expenses of which shall
be shared equally, who shall determine the fair market value of the
services hereunder from between the range of the amounts determined by
the first two appraisals. The fair market value of the services as
determined in accordance with the provisions of this subsection (c)(ii)
shall be the compensation payable under this Agreement effective as of
the applicable anniversary of the Compensation Adjustment Date, and
such final determination shall be deemed an amendment to this
Agreement.
(d) Any change to the compensation payable hereunder in
accordance with subsection (c) of this Section 3.1 shall be effective
as of the applicable anniversary of the Compensation Adjustment Date
and shall remain effective, and not subject to adjustment under Section
3.1(c) or otherwise, for at least 12 months from the effective date of
such change.
5. Settlement and Release. The Group and the Company, and each of their
officers, directors, trustees, agents, employees, subsidiaries, affiliates,
assigns, successors or heirs, hereby relinquish and release any and all known or
unknown causes of action, claims, demands, liabilities, losses, expenses or
other damages (including attorney's fees) against the other concerning the
negotiation of an increase in the medical director fee payable under the
Agreement or either the Group's or the Company's good faith, or lack thereof, in
such negotiations. The Group and the Company represent that they have consulted
with counsel of their choosing, or have had the opportunity to consult with
counsel of their choosing, have read this Agreement in its entirety, fully
understand and comprehend this Agreement, and assent to and sign this Agreement
by their own free act. If any provision of this Agreement is held to be illegal,
invalid or unenforceable by any court or tribunal of competent jurisdiction,
then those provisions remaining legal, valid and enforceable shall remain in
full force and effect.
6. Signing Consideration. In consideration of the Group's execution and
delivery of this Agreement with the attendant agreements provided in Sections 2,
3, 4 and 5 of this Amendment, upon the execution and delivery of this Amendment
by the Group and its physicians, the Company shall pay the Group cash in the
amount of $90,000 by wire transfer to an account designated by the Group.
7. Exhibits. The parties agree that the Agreement is hereby amended by
attaching EXHIBIT A, EXHIBIT A-1, EXHIBIT B and EXHIBIT C in the forms attached
to this Amendment.
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8. No Further Amendment. Except as expressly modified and amended by
this Amendment, the parties agree that the Agreement shall continue in full
force and effect as provided therein, and the parties reaffirm all of its
provisions.
9. Miscellaneous. The section and other headings used in this Amendment
are for convenience of reference only and shall not affect the interpretation of
this Agreement in any way. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original for all purposes and all
of which shall be deemed, collectively, one agreement.
11. Renal Dimensions, LLC. The Company will, within ten business days
following the Group's request, cause its affiliate to sell to the Group a
membership interest representing 10% of the outstanding membership interests in
RDI. The purchase price for such interests will be the fair market value of such
interests as determined by a final appraisal conducted by American Appraisal
Associates. The Company represents that the current draft of an appraisal of
interests representing 20% of the membership interests in RDI indicates that the
fair market value of 10% of the membership interests would be $220,000. The sale
will be conditioned on (i) the Company's affiliate's representation and warranty
that it owns the interests free and clear of all liens, claims and encumbrances
of any nature other than encumbrances arising under the Limited Liability
Company Agreement for RDI, and (ii) the Group's representations and warranties
that it is acquiring the interests for investment purposes only and not for
resale and that it is an accredited investor for purposes of federal and state
securities laws. Prior to the closing of any sale under this Section 11, the
Group will have the opportunity to ask questions of and receive answers from
management of RDI concerning the operations and financial status of RDI. The
Group's right to purchase a 10% interest in RDI under this Section 11 will
expire on August 30, 2002.
[the remainder of this page intentionally left blank, signatures follow]
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IN WITNESS WHEREOF, this Amendment is executed effective as of the date
first set forth above.
The Company:
RENAL CARE GROUP ARIZONA, INC.
By: /s/ R. Xxxx Xxxxxxx
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Title: Vice President
---------------------------------
The Group
ARIZONA NEPHROLOGY ASSOCIATES, PLC
By: /s/ Xxxxxxx Xxxxxxxx, M.D.
------------------------------------
Title: President
---------------------------------
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Each physician executing below acknowledges that he or she has read and
understood the terms of this Amendment and the Agreement amended hereby and
hereby confirms and ratifies the acknowledgement set forth in Section 6.1(j) of
the Agreement and the agreements set forth in Article VII of the Agreement, as
provided therein.
/s/ Xxxxxxx Xxxxx, M.D.
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Xxxxxxx Xxxxx, M.D.
/s/ Xxxxxx Xxxx, M.D.
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Xxxxxx Xxxx, M.D.
/s/ Xxxxxxx Go, M.D.
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Xxxxxxx Go, M.D.
/s/ Xxxxxxx Xxxxxxx, M.D.
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Xxxxxxx Xxxxxxx, M.D.
/s/ Xxxxxxx Xxxxx, M.D.
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Xxxxxxx Xxxxx, M.D.
/s/ Xxxxxx Xxxxxxx, M.D.
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Xxxxxx Xxxxxxx, M.D.
/s/ Xxxxxxxxx Xxxxxx, M.D.
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Xxxxxxxxx Xxxxxx, M.D.
/s/ Xxxxx Xxxxx, M.D.
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Xxxxx Xxxxx, M.D.
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, D.O.
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Xxxxxx Xxxx, M.D.
/s/ Xxxxxxx Xxxxxxxx, M.D.
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Xxxxxxx Xxxxxxxx, M.D.
/s/ Xxxxxxx Xxxxx, M.D.
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Xxxxxxx Xxxxx, M.D.
/s/ Xxxxx Xxxx, M.D.
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Xxxxx Xxxx, M.D.
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Each physician executing below acknowledges that he or she has read and
understood the terms of this Amendment and the Agreement amended hereby and
hereby confirms and ratifies the acknowledgement set forth in Section 6.1(j) of
the Agreement and the agreements set forth in Article VII of the Agreement, as
provided therein.
/s/ Xxxx Xxx, M.D.
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Xxxx Xxx, M.D.
/s/ Xxxxxxxxx Xxxxxxx, M.D.
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Xxxxxxxxx Xxxxxxx, M.D.
/s/ Xxxxx Xxx, M.D.
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Xxxxx Xxx, M.D.
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EXHIBIT A
FACILITIES
Renal Care Group - Glendale
0000 X. Xxxxxxxxxxx, Xxxxxxxx 0
Xxxxxxxx, Xxxxxxx 00000
Renal Care Group - Sun City
00000 x. Xxxx Xxxx, Xxxxxx 00-00
Xxx Xxxx, Xxxxxxx 00000
Renal Care Group - Sun City West
13830 W. Xxxxxx xxx Xxx, Xxxxx 000
Xxx Xxxx Xxxx, Xxxxxxx 00000
Renal Care Group - Home Dialysis of Glendale
0000 X. Xxxxxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Acute Dialysis Services (West Valley)
Renal Care Group - Prescott
0000 Xxxx Xxxxxxx Xxxx, Xxxxx X0&0
Xxxxxxxx, Xxxxxxx 00000
Renal Care Group - Apache Junction
00000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxxxxxx, Xxxxxxx 00000
Renal Care Group - Southwest Mesa
0000 X. Xxxxxxxx, Xxxxxx 0-0
Xxxx, Xxxxxxx 00000
Renal Care Group - Home Dialysis of Mesa
0000 X. Xxxx Xxxxx, Xxxxx 000
Xxxx, Xxxxxxx 00000
Renal Care Group - East Valley
000 Xxxxx Xxxxx Xxxx, Xxxxx 000
Xxxx, Xxxxxxx 00000
Renal Care Group - Globe
0000 XX Xxxxxxx 00, Xxxxx 0-0
Xxxxx, Xxxxxxx 00000
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EXHIBIT A (CONTINUED)
FACILITIES
Renal Care Group - Safford
0000 00xx Xxxxxx, Xxxx X, Xxxxx 0
Xxxxxxx, Xxxxxxx 00000
Renal Care Group - Cottonwood
000 X. Xxxxx Xxxx, Xxxxxx 00X&X
Xxxxxxxxxx, Xxxxxxx 00000
Renal Care Group - Lake Havasu
0000 XxXxxxxxx Xxxx., Xxxxx X
Xxxx Xxxxxx, Xxxxxxx 00000
Renal Care Group - Phoenix
0000 Xxxxx 00xx Xxxxxx, Xxxxx X
Xxxxxxx, Xxxxxxx 00000
Renal Care Group - Scottsdale
0000 X. XxXxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Renal Care Group - South Phoenix
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Home Hemo
0000 X. Xxxx Xxxxx, Xxxxx 000
Xxxx, Xxxxxxx 00000
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EXHIBIT A-1
DRA FACILITIES
Facilities
Renal Care Group - AK-Chin
00000 Xxxxx Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Renal Care Group - Casa Grande
000 X. Xxxxxxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
Renal Care Group - Chandler
000 Xxxx Xxxxxxxx Xxxx., Xxxxxxxx X
Xxxxxxxx, XX 00000
Renal Care Group - Mesa
0000 X. Xxxxxxx Xxxx, Xxxxxx 000-000
Xxxx, XX 00000
Renal Care Group - Sacaton
Seed Farm & Xxxxx Xxxxxx Xxxx, Xxx 000
Xxxxxxx, XX 00000
Renal Care Group - Payson
000 X. Xxxxx Xxxx
Xxxxxx, XX 00000
Renal Care Group - Show Low
0000 X. Xxxxx Xxxxxxxx Xx., Xxxxx 000
Xxxx Xxx, XX 00000
Renal Care Group - Sun Lakes
0000 X. Xxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Renal Care Group - Tempe
0000 X. Xxxxxxxx Xxx.
Xxxxx, XX 00000
Renal Care Group - White River
Highway 73, Milepost 342
X.X. Xxx 0000
Xxxxx Xxxxx, XX 00000
Acute Dialysis (East Valley)
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EXHIBIT B
MEDICAL DIRECTOR DUTIES AND RESPONSIBILITIES
(Rev. 2/4/99)
Qualifications: The Group, through the Practice Physicians, shall be
the "Medical Director" contemplated by these duties and responsibilities. The
Medical Director shall be a licensed physician in the State of Arizona, who
meets the criteria of and ESRD "qualified physician director" as well as the
requirements for Professional Staff membership as enumerated in the Professional
Staff Bylaws.
Duties and Responsibilities: As required by Title 42 of the Code of
Federal Regulations, the Medical Director has responsibility for the quality of
professional care delivered to the patients at the Facilities. The Medical
Director exercises that responsibility through directing the professional
services of the Facilities and conscientiously applying its policies and
procedures. The Medical Director is a member of the governing body of the
Facilities and serves as the official channel of communications between the
Medical Staff and the Executive Board. Specific responsibilities of the Medical
Director include the administrative, medical and technical services outlined
below. The duties and responsibilities of the Medical Director are separate and
distinct from any Practice Physician's role as an attending nephrologist.
Specific responsibilities of the Medical Director include:
Administrative
A. The Medical Director will be responsible for the implementation and
maintenance of written policies and guidelines including:
1. Patient care delivery policy and procedures manual.
2. Communicable disease control within the unit.
3. The RCG Professional Staff Bylaws.
4. Maintenance of patient medical records.
5. Patient and staff education programs.
6. Physical environment, fire and safety, and emergency
preparedness of the dialysis Facilities.
7. Responsibilities and functions of each category of personnel
employed by the Facilities.
B. The Medical Director will actively participate in Facilities
Quality Improvement Programs (CQI) and in multi-disciplinary
quality assurance programs that monitor the performance of
co-morbid conditions.
C. The Medical Director will participate in an active dialogue with
the RCG Medical Advisory Board (or its representative) in pursuit
of the common goal of delivering the best patient care practical.
This participation requires implementation of MAB mandated
directives and consideration of its recommendations.
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D. The Medical Director will review on a timely basis the RCG
Quality Indicator and patient satisfaction data for the Facilities
with the manager of the Facilities and will consult with
attending nephrologists regarding achievement of Quality Indicator
targets.
E. The Medical Director will make available an appropriate physician
to serve as a representative on the governing body of each
Facilities.
F. The Medical Director will assure that the Facilities and all
attending physicians comply with applicable ESRD network, State,
Federal and RCG mandates.
G. The Medical Director will review incident reports, patient
complaints and any disciplinary action of medical staff or patient
care personnel monthly.
H. The Medical Director will serve as Facilities liaison with
affiliated medical institutions for services such as renal
transplantation, hospitalizations and emergency medical services.
I. The Medical Director will participate in the Facilities survey
process by groups such as the State Board of Health, HCFA, NCQA and
JCAHO, and will then communicate to the Governing Body the results
of such surveys to the Executive Board (and the medical staff).
J. The Medical Director will collaborate with the Chief Medical
Officer and the MAB in obtaining data from regulatory agencies as a
part of the RCG strategy to work continuously to improve patient
care.
K. The Medical Director will participate in national RCG Medical
Director educational conferences.
L. The Medical Director will collaborate with the laboratory that
tests the Facilities's samples to implement ESRD Network, State,
Federal and RCG mandates.
Medical
A. The Medical Director will coordinate the renal health care team to
ensure quality of care, including the establishment and
implementation of policies regarding patient care. Among these
quality of care criteria are:
- The suitability of patients admitted to the outpatient
dialysis Facilities.
- The appropriateness of dialysis prescriptions in the
Facilities.
- Administration of dialysis-related medications.
- Administration of recommended vaccines for ESRD patients and
staff.
- Existing patient care policies and procedures.
B. The Medical Director will supervise the development and
implementation of both short- and long-term patient care plans
to enable the selection of the most appropriate ESRD modality.
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C. The Medical Director will supervise the development and
implementation of written policies outlining patients' options
for various treatment modalities, including in-center, home and
peritoneal dialysis.
D. When self-dialysis training or home dialysis training is offered,
the Medical Director will oversee a program that assures that
patient teaching materials are available for the use of all
trainees during training and at times other than during the
dialysis procedure;
E. The Medical Director will work to assure that the ESRD patient
has appropriate consultation with a renal dietician, social
worker, financial counselor and other individuals, as needed.
F. The Medical Director will oversee the appropriate performance of
the dialysis orders and day-to-day patient care policy by the
nursing and technical staff.
G. The Medical Director will use reasonable efforts to cause attending
physicians to comply with the Facilities's policies on patient
care.
H. The Medical Director will review patient satisfaction surveys
and data, clinical outcomes data, and the Medical Director will
consult with attending physicians and staff as appropriate to
implement appropriate action to address issues identified and to
improve patient care at the Facilities.
Technical
A. The Medical Director will participate in the selection of
cost-effective treatment modalities and dialysis supplies to be
offered by the Facilities and advise attending physicians regarding
the compatibility of their dialysis prescriptions with the options
available at the Facilities.
B. The Medical Director will approve policies and procedures ensuring
the adequate training of nurses and technicians in dialysis science
techniques.
C. The Medical Director will provide continuous availability for
medical and technical questions to the patient care staff,
including coverage when the Medical Director is not available.
D. The Medical Director will supervise the implementation of a
dialysis water standards policy including monitoring and
enforcement.
E. The Medical Director will supervise the implementation of a policy
regarding dialyzer reuse including monitoring and enforcement.
F. The Medical Director will supervise the implementation of a
policy on the administration of intradialytic medications.
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EXHIBIT C
BONUS CRITERIA
The annual evaluation of the RCG Facility and its Medical Director is
essential to our mission, which is "to improve the quality of life and to care
for those patients with chronic and acute renal disease." To achieve this
mission, the Facility and its staff must function collaboratively at the highest
possible level, under the leadership of the Medical Director. The Facility /
Medical Director evaluation will be conducted by the office of the Chief Medical
Officer, to whom the Medical Director is primarily responsible. This evaluation
process must be understood by Medical Directors, since it is an important
component of the RCG policy of continuous quality improvement.
The Interpretive Guidelines for ESRD Facilities states "Treatment is
under the general supervision of a Director who is a physician. The Medical
Director is responsible for planning, organizing, conducting and directing the
professional ESRD services and must devote sufficient time to carrying out these
responsibilities." The Nephrologist has the medical skills and must develop
leadership and collaborative management skills to fulfill this mandate as
Medical Director. Teamwork and collegiality are highly valued as the leader of
the ESRD team.
The evaluation will be based on a point system, with annual update, as
authorized by the RCG Medical Advisory Board (MAB). The elements to be measured
and their weight are as follows:
- 50% based on Clinical Indicators of the Facility. The Clinical
Indicators are measured monthly and reported quarterly; the unit
of measurement used is based on the one year rolling average.
Tracking the Clinical Indicators and observing trends provides
opportunities for quality improvement using the CQI process. The
market or regional Quality Management Committee is charged with
reviewing the outcomes and performance of each Facility and
Professional Staff member and is also available as a resource to
the Medical Director.
The point system has been heavily weighted to encourage certain
outcomes regarding vascular access: reduction of temporary
catheters and placement of AV fistulas. Vascular access is also
the area that is most uniquely influenced by the Medical Director
and requires concerted effort by the Medical director to bring
about improvement. The literature clearly shows that mortality and
morbidity are reduced when early permanent access has been placed;
while mortality within the Facility is clearly the most important
outcome, the improvement of this outcome can only come about by
improvement in the processes of care (such as URR, nutrition,
anemia, etc.) that are known to impact on patient outcomes.
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- 30% based on Medical Director administrative duties. Section 5 and
6 of this Handbook describe the administrative duties in greater
detail. Guidelines have been prepared for the Medical Directors
of both Hemodialysis and Home Therapy Facilities. At the back of
each section is a grid, which is designed to assist the medical
Director and the Facility Manager in the documentation of the
performance of these duties. On a monthly basis, the required
tasks should be completed and both the Medical Director and the
Facility Manager should initial the completion at the bottom of
the grid. At a minimum, this will document the compliance of the
Medical Director with regulatory requirements by Medicare.
The CQI process is a vital part of the quality improvement process
of the Facility and the Medical Director is expected to
participate in this process. Three levels of participation are
provided for but a High level of participation is expected as
medical Directors become knowledgeable and proficient with the CQI
process. The Chief Medical Officer (CMO) and his staff are
available as resources.
- 20% based on patient satisfaction with the Facility. The Patient
Satisfaction Survey will be conducted in the spring of each year
and the results made available to the Facilities and Medical
Directors. The Medical Director, as the clinical leader, and the
Facility Manager, are held responsible for the performance of
the staff of the Facility. Although not directly under the
control of the Medical Director, he/she is expected to be a
positive influence on the staff and their performance in the
Facility.
Completion of the duties should be documented in some manner, in
addition to a check xxxx on the grid sheet, further described in Section 5.
Common tools of documentation include minutes from meetings, a personal Medical
Director notebook, or dictated notes kept in the Facility. The Facility Manager
(or an RCG designee) must concur that the line item on the check list was
completed and initial the monthly grid sheet, with the Medical Director. This
indicates that the line item was completed to the satisfaction of both parties.
The grid sheet and related documentation is the property of the Medical
Director; a copy of the grid sheet should be forwarded monthly to the office of
the Associate Medical Officer for monitoring purposes and for use in the annual
Medical Director evaluation. The Medical director will be held accountable for
meeting facility outcome criteria. Failure to improve outcomes, as measured by
the annual Medical Director evaluation, especially when in the 4th Quartile of
performance, will result in a request for a written explanation to the CMO.
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Clinical Performance Measures (50%)
Hemodialysis Medical Director
(evaluation based on annual rolling average of prior year)
- URR (% of patients with URRs >=70%) >80% =10 points
RCG average 72.9% 75-80% = 8 points
BEST REGION 80.7% 70-74.9% = 6 POINTS
65-69.9% = 4 points
<65% = 0 points
- Hematocrit (% of Hcts >=33%) >85% =10 points
RCG average 74.6% 80-85% = 8 points
Best Region 78.4% 75-79.9% = 6 points
70-74.9% = 4 points
65-69.9% = 2 points
<65% = 0 points
- Hospitalization (91+ days, based on days per patient year at risk)
RCG average 12.1 days <10 days = 8 points
Best Region 9.4 days 10-14.9 days = 6 points
15-20 days = 2 points
>20 days = 0 points
- Mortality (91+ days, based on deaths per 100 patient years at risk)
RCG average 22.1 <20 = 8 points
Best Region 17.5 20-23.9 = 6 points
24-29.9 = 4 points
30-35 = 2 points
>35 = 0 points
- Vascular Access:
- % of temporary catheters <10% = 8 points
RCG average 25.5% 10-14.9% = 6 points
Best Region 17.4% 15-19.9% = 4 points
20-25% = 2 points
>25% = 0 points
- % native AV fistulas >43 = 8 points
RCG average 29.8% 38-42.9% = 6 points
Best Region 42.9% 33-37.9% = 4 points
28-32.9% = 2 points
<28% = 0 points
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- PTFE clotting events/patient year <0.3 = 10 points
RCG average 0.8 0.3-0.59 = 8 points
Best region 0.4 0.6-0.99 = 6 points
1.0-1.2 = 4 points
>1.2 = 0 points
Peritoneal Dialysis Medical Director
(valuation based on annual rolling average of prior year)
- KT/V (>=2.1)
RCG average 76.8% CAPD
RCG average 88.1% CCPD >78 = 15 points
63-78% = 12 points
68-62.9% = 10 points
63-67.9% = 8 points
58-62.9% = 5 points
- Creatinine Clearance (>=60L CAPD or >=60 L CCPD)
RCG average 81.2% CAPD >75 = 15 points
RCG average 75.2% CCPD 70-75% = 12 points
Weighted average 78.2% 65-69.9% = 10 points
60-64.9% = 8 points
55-59.9% = 5 points
- Hematocrit (% of Hcts >=33%) >85% =10 points
RCG average 74.6% 80-85% = 8 points
Best Region 78.4% 75-79.9% = 6 points
70-74.9% = 4 points
65-69.9% = 2 points
<65% = 0 points
- Hospitalization (91+ days, based on days per patient year at risk)
RCG average 12.1 days <10 days = 8 points
Best Region 9.4 days 10-14.9 days = 6 points
15-20 days = 2 points
>20 days = 0 points
- Mortality (91+ days, based on deaths per 100 patient years at risk)
RCG average 20.7 <20 = 8 points
Best Region 15.5 20-24.9 = 6 points
24-29.9 = 4 points
30-35 = 2 points
>35 = 0 points
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- Peritonitis (new cases + relapse)
RCG average 14.9 months between cases
Best Region 16.9 months between cases
>25 months between cases 15 points
20-25 months between cases 12 points
15-19.9 months between cases 9 points
10-14.9 months between cases 6 points
>10 months between cases 0 points
Combination Hemodialysis & Peritoneal Medical Director
For those physicians who oversee both modalities, each is evaluated using the
above criteria. The overall Clinical Quality is then a composite of these,
weighted to reflect the numbers of patients in each modality.
MEDICAL DIRECTOR ADMINISTRATIVE TASKS (30%)
The completion of administrative tasks must be documented by the Medical
Director on a monthly basis. It is important that both the Facility Manager and
the Medical Director document completion of the required tasks. Other Medical
Director functions including such things as meeting with surgeons regarding
access, goals, attendance at medical meetings and literature review regarding
ESRD issues, etc, should also be noted in this record as well, since this
contributes to a high quality Facility.
Participation in monthly review:
- Review staffing & training issues impacting patient outcomes
with Manager
- Review water quality
- Review dialyzer reuse at the Facility
- Review monthly lab of patients below quality goals & develop
plan
- Review trend in hospitalizations, infections
- Review temporary catheter usage & trend
- Review patient incident reports & trends
- Monitor staff physician patient rounding process
- Adequacy of staff physician medical documentation
Participation in CQI process:
- The CQI process should be a routine process in the facility
striving to improve its outcomes. As physicians learn this
process, Medical Directors are expected to participate at higher
levels. In the meantime, Low, Medium and High participation
levels may be chosen on the Performance grid, depending on the
physician's comfort with the process.
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Participation in Professional Staff process:
- Participate in the Quarterly Quality conference calls, which
have physician CME available.
Annual checklist:
- Review and approve facility Policy and Procedures and make
necessary modifications; review and approve clinical protocols.
- Review patient satisfaction data annually and in concert with
the Facility Manager make recommendations for improvement.
- Participate with the Manager in the Budget process for the
Facility.
- Participate in Facility surveys by regulatory agencies.
Patient Satisfaction Surveys (PSS) (20%)
The Satisfaction Survey will be conducted in the spring of each year and results
forwarded to each Facility for review and discussion regarding potential areas
of improvement.
CAREGIVER:
RCG AVERAGE IN-CENTER 3.43
PSS >3.5 = 8 points
PSS >=3.25 and <3.5 = 6 points
PSS >=3.0 and <3.25 = 4 points
PSS >2.5 and <3.0 = 2 points
PSS <2.5 = 0 points
RCG average Home 3.75
PSS >3.5 = 8 points
PSS >=3.25 and <3.5 = 6 points
PSS >=3.0 and <3.25 = 4 points
PSS >2.5 and <3.0 = 2 points
PSS <2.5 = 0 points
Physician:
RCG AVERAGE IN-CENTER 3.27
PSS >3.5 = 8 points
PSS >=3.25 and <3.5 = 6 points
PSS >=3.0 and <3.25 = 4 points
PSS >2.5 and <3.0 = 2 points
PSS <2.5 = 0 points
RCG average Home 3.67
PSS >3.5 = 8 points
PSS >=3.25 and <3.5 = 6 points
PSS >=3.0 and <3.25 = 4 points
PSS >2.5 and <3.0 = 2 points
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DIETICIAN:
RCG average In-Center 3.27
PSS >3.5 = 4 points
PSS >=3.25 and <3.5 = 3 points
PSS >=3.0 and <3.25 = 2 points
PSS >2.5 and <3.0 = 1 points
RCG average Home 3.67
PSS >3.5 = 4 points
PSS >=3.25 and <3.5 = 3 points
PSS >=3.0 and <3.25 = 2 points
PSS >2.5 and <3.0 = 1 points
SOCIAL WORKER:
RCG average In-Center 3.40
PSS >3.5 = 4 points
PSS >=3.25 and <3.5 = 3 points
PSS >=3.0 and <3.25 = 2 points
PSS >2.5 and <3.0 = 1 points
RCG average Home 3.51
PSS >3.5 = 4 points
PSS >=3.25 and <3.5 = 3 points
PSS >=3.0 and <3.25 = 2 points
PSS >2.5 and <3.0 = 1 points
FACILITY:
RCG average: In-Center 3.24
PSS >3.5 = 4 points
PSS >=3.25 and <3.5 = 3 points
PSS >=3.0 and <3.25 = 2 points
PSS >2.5 and <3.0 = 1 points
RCG average Home 3.58
PSS >3.5 = 4 points
PSS >=3.25 and <3.5 = 3 points
PSS >=3.0 and <3.25 = 2 points
PSS >2.5 and <3.0 = 1 points
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