Exhibit 10.45
MEDICARE HMO - 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 has been (or will be) paid a SIGNING BONUS of $5,000 upon
execution of this Agreement and satisfactory credentialing of Physician by
DHS. This payment is in addition to the other payments described in this
Agreement. This payment is made based upon Physician's assurance to DHS
that he/she is an actively practicing primary care physician (adult
medicine) with at least 200 Medicare eligible patients in his/her practice,
and intends to enter into a cooperative relationship with other DHS
affiliated physicians to manage care provided to Medicare HMO Members.
3. Physician agrees to provide to Medicare eligible persons who elect to
enroll in a Medicare HMO product offered by either UNITED/CHESAPEAKE HEALTH
PLAN and/or CFS/BLUE CROSS OF MARYLAND (the "DHS MEDICARE HMO PLANS") those
primary care services customarily provided by primary care physicians to
Medicare eligible patients, as may be required by the DHS Medicare HMO
Plans. These patients are referred to in this Agreement as the "MEDICARE
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 has
entered into with the two DHS Medicare HMO Plans. Physician agrees to
cooperate with DHS in accepting Medicare HMO Members under the DHS Medicare
HMO Plans, and agrees not to participate with the two DHS HMO Medicare
Plans directly or through another similar entity or IPA. Physician is free
to contract with any other HMOs offering managed care type plans to
Medicare eligible patients.
6. Physician agrees to abide by the relevant provisions of the agreements
between DHS and the DHS Medicare 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 Medicare HMO
Members. To this end, Physician will use all reasonable efforts to:
(bullet) Prepare and maintain customary medical records for services
provided to Medicare 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 the billing and payment conditions of this
Agreement.
(bullet) Comply with managed care medical standards adopted by DHS
affiliated physicians as part of arrangements with the DHS
Medicare HMO Plans.
(bullet) Cooperate with DHS' efforts to contact Medicare-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 Medicare 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
HMO Medicare Member grievances.
9. Physician agrees not to xxxx HMO Medicare Members unless the service
provided was not a covered service under the DHS Medicare HMO Plan and the
Medicare HMO Member was given prior written notice that the services would
not be covered. However, Physician may charge, xxxx, collect and keep from
HMO Medicare 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 Medicare 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 Medicare 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
Medicare HMO Members as patients.
11. Physician will make arrangements for twenty-four hours, seven days a week
coverage to Medicare 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 Medicare 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 Medicare 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 Medicare 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 Medicare 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 Medicare HMO Product by one of the
two DHS Medicare 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 pay to Physician, and Physician agrees to accept from DHS as
compensation for all covered services provided by Physician to Medicare HMO
Members, the following "MEDICARE PRIMARY CARE BASE CAPITATION RATES":
COUNTY AGED/DISABLED INSTITUTIONALIZED
Allegany $26.70 $52.06
Xxxx Arundel $30.64 $59.74
Baltimore $30.36 $59.19
Baltimore City $31.23 $60.00
Xxxxxxx $26.15 $50.99
Xxxxxxxx $24.00 $46.80
Xxxxxxx $26.97 $52.58
Xxxxx $24.86 $48.48
Xxxxxxx $31.16 $60.00
Dorchester $24.00 $46.80
Xxxxxxxxx $24.00 $46.80
Xxxxxxx $24.00 $46.80
Harford $29.45 $57.43
Xxxxxx $30.68 $59.82
Kent $24.00 $46.80
Xxxxxxxxxx $32.00 $60.00
Prince Georges $34.72 $60.00
Xxxxx Xxxx $24.00 $46.80
St. Marys $26.34 $51.37
Somerset $24.00 $46.80
Talbot $24.00 $46.80
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Washington $24.00 $46.80
Wicomico $24.00 $46.80
Worcester $24.00 $46.80
18. The Medicare Primary Care Base Capitation Rate shown above may be adjusted
for age and sex of the Medicare 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 HMO Members in Physician's
panel, as follows:
CAPITATED PANEL SIZE
Greater than 50 Medicare HMO Members/physician or 150 Medicare HMO
Members/practice group 2.5%
Greater than 100 Medicare HMO Members/physician or 350 Medicare HMO
Members/practice group 5.0%
Greater than 250 Medicare HMO Members/physician or 700 Medicare HMO
Members/practice group 7.5%
Greater than 400 Medicare HMO Members/physician or 1200 Medicare HMO
Members/practice group 10.0%
MAXIMUM TOTAL 10.0%
19. All Payments of the Primary Care Base Capitation Rate will be made by DHS
directly to Physician, by the first 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 Medicare HMO Patients 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 Medicare HMO Members after managed care expenses
(up to a maximum of 25% of all Medicare Primary Care Base Capitation
payments received by Physician that year or the limits permitted by
applicable Medicare 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 Medicare HMO Plans for
all services provided by Physician to Medicare HMO Members. Except for
copayments and coinsurance, Physician will not seek to collect or accept
any reimbursement from Medicare HMO Members or the DHS Medicare HMO Plans
for any covered services provided to Medicare 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:
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(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 an HMO Medicare
Members' health at risk.
(bullet) Physician loses his/her license or certificate to practice
medicine.
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. PHYSICIAN
By:_________________________(Seal) ____________(SEAL)
Chairman , M.D.
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