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EXHIBIT 10.5
CHIROPRACTIC PHYSICIAN AGREEMENT
THIS AGREEMENT is effective this ________________day of, ______, by
and between ACCESS HEALTHCARE, INC. (Hereinafter referred to as "AHI"), a
Florida corporation d/b/a/ XXXXXX CHIROPRACTIC GROUP, and, a chiropractic
physician licensed under the laws of the State of Florida (hereinafter referred
to as "PROVIDER").
RECITALS:
WHEREAS, AHI is a corporation organized for the purpose of arranging
for chiropractic health care services by health care providers to individual
members, insureds or employees of contracted groups;
WHEREAS, Provider is licensed and in good standing to practice
chiropractic in the State of Florida; and
WHEREAS, AHI intends, by entering into this Agreement with Provider, to
make available medically necessary covered services to Members, and Provider
intends to provide such services in a cost-effective manner and under the
guidelines and protocols set forth by AHI.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties do hereby agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Benefit Agreements. Benefit Agreements shall mean those written
agreements entered into by and between a Payor and Members which
provides or arranges for the provision of health care coverage for
Members.
1.2 Covered Services. Covered Services shall mean the health care services
to which a Member is entitled under the applicable Benefit Agreement as
provided by Payor.
1.3 Medically Necessary. Medically Necessary shall mean services or
supplies which, under the provisions of the Agreement, are determined
to be: (i ) appropriate and necessary for the symptoms, diagnosis or
treatment of the condition of a Member; (ii) provided for the diagnosis
or direct care and treatment of the Member; (iii) within standards of
good chiropractic practice within the organized chiropractic community;
(iv) not primarily for the convenience of Provider or any other
provider; (v) the most appropriate supply or level of services which
can safely be provided; and (vi) standards and protocols set forth by
AHI.
1.4 Members. Members shall mean a person who is eligible for, and who has
enrolled in, a health care plan established by a Benefit Agreement.
1.5 Payor. Payor shall mean an employer, insurance carrier, third-party
claims administrator, trust or any other entity which has an obligation
to provide or pay for Covered Services provided to a
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Member pursuant to a Benefit Agreement.
1.6 Participating Provider. Participating Provider means a provider or
group of providers who has entered into an agreement with AHI to
provide Covered Services to Members.
1.7 Chiropractic Physician. Chiropractic Physician shall mean a
Participating Provider who is a chiropractic physician who has elected
to be, and has been, designated as a Chiropractic Physician by the
State of ___________________ and AHI and who, by virtue of such
designation, is primarily responsible for providing or arranging for
the provision of all Covered Services for Members who select such
physician as their Chiropractic Physician to assure continuity of care,
and who continues to meet all other requirements for chiropractors so
designated which are adopted by AHI from time to time.
1.8 Emergency Medical Condition. A medical condition manifesting itself by
acute symptoms of sufficient severity (including severe pain) such that
prudent layperson, who possesses an average knowledge of health and
medicine, could reasonably expect the absence of immediate medical
attention to result in a) Serious jeopardy to the health of the
individual or, in the case of a pregnant woman, the health of the woman
or her unborn child, b) serious impairment to bodily functions or c)
serious dysfunction of any bodily organ or part.
ARTICLE II
PROVIDER'S SERVICES AND RESPONSIBILITIES
2.1 Provider Services. Provider agrees to treat and provide efficient,
clinically competent, cost-effective chiropractic care to Members,
provided that such treatment and chiropractic care is Medically
Necessary, within the parameters of his/her practice or specialty, and
is covered by the applicable Benefit Agreement.
2.2 Quality of Services. Provider shall maintain such facilities, equipment
and qualified professional and non-professional support personnel as
shall be reasonably required to provide Covered Services to Members.
Provider shall not differentiate or discriminate between Members and
other patients of provider with respect to scheduling or provision of
Covered Services. If Covered Services are to be provided at more than
one location, the addresses of these clinics needs to be listed on
Exhibit A, attached hereto and made part of this agreement.
ARTICLE III
AHI SERVICES AND RESPONSIBILITIES
3.1 Identification of Members. AHI will establish with Payor, and shall
communicate to Provider, a reasonable method by which Provider may
identify members and covered services for each member.
3.2 Reports. AHI shall send Provider notification of Payers
utilizing AHI on a quarterly basis. AHI will send to
Provider: additions/changes/deletions regarding contracts as
changes occur.
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3.3 Compliance. Physician shall comply with all applicable statutory,
regulatory and HCFA requirements relating to Medicare Contract
Participants including, but not limited to, the requirements set forth
in the Balanced Budget Act of 1997 and the rules and regulations
promulgated thereunder, including any amendments thereto, and the
Medicare appeals/expedited appeals procedures related to Medicare
Contract Participants, including gathering and forwarding information
on appeals to AHI as necessary. Physician shall cooperate with
activities pertaining to the provision of services to Medicare Contract
Participants. All of Physician's contracts with any permitted
subcontracted providers (if any) shall comply with and contain the
provisions required by the Balanced Budget Act of 1997 and the rules
and regulations promulgated thereunder, including and amendments
thereto. Physician will cooperate and participate in AH13- August-99's
efforts to comply with applicable statutory, regulatory and HCFA
requirements relating to Medicare Contract Participants to extent
reasonably requested by AHI.
ARTICLE IV
FISCAL RELATIONSHIPS
4.1 Provider Rate Schedule. Payment for Covered Services to which a member
is entitled under the applicable Benefit Agreement with Payor shall be
made as follows:
(a) Payor shall pay AHI and AHI shall pay Provider for Covered
Services pursuant to amounts set forth on Exhibit B attached
hereto.
4.2 Full Payment. Provider agrees to accept the fees set forth in Paragraph
4.1 above, as payment in full for Covered Services. Provider shall not
xxxx Members separately except for (i) deductibles, copayments and
co-insurance specified by Payor and (ii) medical services provided by
Provider to a Member which are not Covered Services.
4.3 Limitation of Liability. Provider acknowledges and agrees that ACCESS
HEALTHCARE, INC shall not be responsible for making payment for Covered
Services pursuant to Paragraphs 4.1 and 4.2 above, but rather shall be
responsible only for the administration functions otherwise described
herein.
4.4 Submission of Invoices. Provider shall submit HCFA 1500 forms to AHI.
AHI will coordinate and transmit xxxxxxxx to Payor. Payor reserves the
right to review all bills for services rendered by Provider. Unless
Payor disputes a HCFA 1500, Payor shall pay claims for Covered
Services, as provided in Paragraphs 4.1 and 4.2 above. No payments will
be made in connection with bills submitted more than ninety (90)
working days after discharge of the Member.
4.5 Coordination of Benefits. Provider agrees to cooperate with Payor
toward effective implementation of the provisions of the Benefit
Agreement relating to Coordination of Benefits and claims by third
parties. When a Member is eligible for coverage of Covered Services
under one or more other health benefit plans, payment by Payor for
Covered Services shall be coordinated with such other plan or plans.
The order of payment shall be determined in accordance with the
coordination of benefits provisions of the Members' Benefit Agreement.
(A) In the event that Payor is the initial payor for Covered
Services, Provider shall be reimbursed by Payor as provided in
this Agreement without regard to any payments made by other
health benefit plans.
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(B) In the event that Payor is other than primary under the
coordination of benefit rules for the State of ____________,
Payor shall pay only those amounts which when added to amounts
received by Provider from other sources is equal to
reimbursement payable under Exhibit B attached hereto.
4.6 Modification of Rate Schedules. Each contract will have its own
specific rate schedule associated with that contract. Modifications of
these rates may occur with renegotiations of contracts on their
anniversary dates.
ARTICLE V
LIABILITY, INDEMNITY AND INSURANCE
5.1 Liability. Neither AHI, Provider, nor any of their respective agents or
employees shall be liable to third parties for any act or omission of
the other party. Provider and AHI each shall indemnify and hold
harmless from any and all liability, loss damage, claim or expense of
any kind, including costs and attorney's fees, arising out of the
performance of this Agreement and for which the other is solely
responsible.
5.2 Provider Insurance. Provider shall carry malpractice insurance in at
least the amount of $500,000/1,000,000 or , if greater, the minimum
amount of malpractice insurance required by the laws of the State of
______________ and shall, upon request, cause his insurer to supply AHI
with a certificate of such insurance, which certificate shall state
that such insurance coverage shall not be terminated or reduced without
ten days' prior written notice to AHI. Such minimum amount of insurance
may be increased by AHI upon ninety days' written notice to the
Provider and Provider shall produce the same.
ARTICLE VI
RECORDS, MAINTENANCE, AVAILABILITY, INSPECTION AND AUDIT
6.1 Records. Provider shall prepare and maintain all appropriate records on
Members receiving Covered Services from Provider. The records shall be
maintained in accordance with prudent record-keeping procedures and as
required by applicable law of the State of _____________ and in
accordance with AHI's protocols and procedures.
6.2 Confidentiality. Provider agrees to allow review and duplication of any
data and other records maintained on Members which relate to this
Agreement, including but not limited to medical records or other
records relating to billing, payment and assignment. Such review and
duplication shall be allowed upon reasonable notice during regular
business hours and shall be subject to all applicable laws and
regulations concerning the confidentiality of such data or records.
ARTICLE VII
RELATIONSHIP BETWEEN AHI AND PROVIDER
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7.1 Group Practice. As an Affiliated Clinic of AHI, Provider will be
considered as part of the statewide group practice d/b/a Xxxxxx
Chiropractic Group, or d/b/a Access Chiropractic Group, or any other
name AHI so provides.
7.2 Independent Relationship. None of the provisions of this Agreement are
intended to create, nor shall be deemed or construed to create, any
relationship between AHI and Provider other than that of independent
entities contracting with each other hereunder solely for the purpose
of effecting each other hereto, nor any of their respective employees
or agents, shall be construed to be the agent, employee, or
representative of the other, other than provided for in this Agreement.
7.3 Provider-Patient Relationship. AHI agrees that it will not interfere in
the professional relationship between Provider and patient.
ARTICLE VIII
MUTUAL COOPERATION AND IMPLEMENTATION OF PROGRAMS
8.1 AHI and Provider agree to cooperate with each other in the
implementation of Utilization Management, Quality Management & Provider
Credentialing described in Exhibit C. Provider shall cooperate by
allowing authorized personnel of AHI access to Provider's medical
records of Members. Such access shall conform with the provisions of
Article VI of this Agreement.
ARTICLE IX
TERM AND TERMINATION
9.1 Termination Without Default or Breach. This Agreement may be terminated
by either party without cause upon thirty (30) days' written notice to
the other party. Termination of this Agreement will not terminate
Provider's obligation under any other contract with AHI which he/she
may have, and responsibilities under such contracts shall be determined
by reference to each specific contract. In addition, this Agreement
shall automatically terminate upon the suspension or revocation of
Provider's license to practice chiropractic in the State of
____________ or cancellation of any professional liability malpractice
insurance.
9.2 Termination With Default or Breach. This Agreement may be terminated by
either party hereto, at any time, if the other party commits a material
breach of the Agreement, or fails in any material way to perform any
obligation thereunder and any such breach or failure is not cured
within thirty (30) days after having received written notice thereof
from the other party. AHI may terminate this Agreement immediately when
AHI determines that the health, safety or welfare of members is
jeopardized by the continuation of this Agreement.
9.3 Notice to Members. Provider agrees that if the Agreement is terminated,
Provider shall exercise best efforts to notify ( AHI will provide an
approved format) all Members who are under Provider's care or who seek
services from Provider that Provider is no longer an AHI Provider. For
those Members under Provider's care who so desire, Provider shall
transfer the members to other appropriate AHI Providers.
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ARTICLE X
GENERAL PROVISIONS
10.1 Symbols and Trademarks. During the term of this Agreement, AHI shall
have the right to use the name of Provider in promotional materials of
AHI and/or payor, including sales literature, advertisements and
special promotional material. Upon prior approval, AHI agrees that,
during the term of this Agreement, Provider shall have the right to use
AHI's name in its promotional materials.
10.2 Headings. The headings of articles and sections contained in this
Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
10.3 Notices. All notices hereunder by either party to the other party shall
be in writing. All notices, demands and requests shall be deemed given
when mailed, by U.S. Registered or U.S. Certified Mail, postage paid,
Return Receipt Requested.
(a) TO: ACCESS HEALTHCARE, INC.
0000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
(b) TO: __________________________
__________________________
__________________________
ATTN: ____________________
or to such other address or to such other person as may be designated
by written notice given during the term of this Agreement by one party
to the other.
10.4 Entire Agreement. This Agreement and all Exhibits hereto represent the
entire agreement between the parties hereto, and no representations or
agreements, oral or otherwise, between the parties not embodied herein
or attached hereto shall be of any force and effect. Any additions or
amendments to this Agreement shall be of no force and effect unless in
writing and signed by the parties hereto. Notice to or consent of
Members shall not be required to effect any amendments to this
Agreement.
10.5 Non-Exclusivity. Nothing in this Agreement shall be construed to
prevent Provider from conducting a fee-for-service chiropractic service
or from participating in independent practice associations, preferred
provider organizations or other managed care systems. Nothing in this
Agreement shall be construed to prevent AHI from entering into
agreements which are similar to this Agreement with other chiropractors
designated by AHI.
10.6 Waiver. During the term of this Agreement, there shall be no waiver
unless in writing and signed by the party against whom the waiver is
sought to be enforced.
10.7 Binding of Successors and Assigns. The terms, covenants, conditions,
provisions, and agreements herein contained shall be binding upon and
inure to the benefits of the parties hereto, their successors and
assigns, to the extent assignments are permitted hereunder.
10.8 Assignment. Notwithstanding Section 10.7 of this Article, the rights,
obligations, and privileges of this Agreement may not be assigned,
delegated, or transferred by one party without the written consent of
the other Party to this Agreement, except that AHI may assign its
rights under the
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agreement to another party if the intent of this assignment is to
increase utilization of the network. AHI shall further have the right
to subcontract with one or more third parties for the performance of
all or some of the obligations of AHI under this agreement.
10.9 Governing Law. This Agreement shall be governed by the laws of the
State of Florida. The invalidity or unenforceability of any terms or
provisions hereof shall in no way affect the validity or enforceability
of any other term or provision.
THIS AGREEMENT IS CONTINGENT UPON AND SHALL NOT BECOME EFFECTIVE AND BINDING
UNTIL ACCESS HEALTHCARE, INC. HAS DETERMINED THAT PROVIDER HAS PROPERLY
SATISFIED CREDENTIALING CRITERIA OF ACCESS HEALTHCARE, INC.
IN WITNESS WHEREOF, the parties have executed this Agreement intending
to be bound from the date set forth in this Agreement.
PROVIDER ACCESS HEALTHCARE, INC.
By: By:
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Title: Title:
--------------------------- --------------------------
Date: Date:
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Tax I.D.:
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EXHIBIT A
GROUP PRIMARY XXXXXX XXXXXXX
Xxxxxx: _______________________________________________________________________
City/State: ________________________________County:____________________________
Zip Code:______________________________________________________________________
Phone:_________________________________________________________________________
Office administrator:__________________________________________________________
Tax I.D.;______________________________________________________________________
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SECONDARY OFFICE ADDRESS:
Street: _______________________________________________________________________
City/State: ________________________________County:____________________________
Zip Code:______________________________________________________________________
Phone:_________________________________________________________________________
Office administrator:__________________________________________________________
Tax I.D.;______________________________________________________________________
BILLING NAME AND BILLING OFFICE ADDRESS:
Street: _______________________________________________________________________
City/State: ________________________________County:____________________________
Zip Code:______________________________________________________________________
Phone:_________________________________________________________________________
Office administrator:__________________________________________________________
Tax I.D.;______________________________________________________________________
EXHIBIT B
ACCESS HEALTHCARE, INC. D/B/A XXXXXX CHIROPRACTIC GROUP
REIMBURSEMENT SCHEDULE TO PROVIDER
CONTRACTS
Each and every payor that AHI contracts with to provide chiropractic and other
related programs or services, through owned or affiliated clinics, will have
their own separate and distinct reimbursement schedules. These schedules will be
supplied to the provider for each contract. Contracts and reimbursement
schedules will fall into one of the following categories:
- Discounted Fee for Service
- Capitation PMPM
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- Encounter Capitation
- 24-Hour Coverage
- Independent Medical Examinations
- Independent Medical Reviews
- Hourly Consulting
AHI FEES
For AHI's administrative, billing and collection, marketing and contracting
functions, AHI will charge the provider a percentage on all collected revenues.
EXHIBIT C
ACCESS HEALTHCARE UTILIZATION MANAGEMENT,
QUALITY MANAGEMENT & PROVIDER CREDENTIALING
I. UTILIZATION MANAGEMENT
(1) The following document will provide a written outline for AHI's
Utilization Management Program (UM Program). AHI will utilize the
Guidelines for Chiropractic Quality Assurance and Practice Parameters:
Proceedings of the Mercy Center Consensus conference, Aspen Publishers,
Inc., 1993, as a reference source for establishing benchmark guidelines
for the UM Program.
AHI has not officially adopted all guidelines as published in the Mercy
Report. Rather, it is the intent of AHI to promote specific guidelines
established in the Mercy Report to our providers and build a consensus
to officially adopt those parameters outlined in the AHI UM/QM Program.
(2) The written description of the UM Program has been reviewed and
approved by the UM/QM Committee.
(3) Resumes and licenses of the committee members are kept on file at the
offices of AHI and are available for review.
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(4) All patient charts and records reviewed by the UM/QM Committee will be
reviewed and maintained in a secured area and locked filing system in
the offices of AHI. Communication regarding patient utilization with
the doctors will be sent by US Mail, addressed specifically to the
doctor and marked "Personal and Confidential".
At no time will any patient records be allowed to leave the offices of
AHI except as indicated above. Committee members will sign a
Confidentiality Agreement.
(5) AHI has established the following committee to implement and review the
UM/QM Program.
April Xxxxxx Xxxxxx Program Administrator
Xxxxxx X. Xxxxxx, D.C. Chiropractic Medical Director
Xxxxxx Xxxxxxxx Administrative Assistant
(6) The committee will meet quarterly to review those doctors designated
for review. Two weeks prior to the scheduled review, the selected
providers will be sent a list of patients designated for review. The
provider will be requested to provide to the Committee within seven (7)
days of the scheduled review all available documentation regarding the
patient's case.
Based on the information provided, the Committee will recommend for: a)
continued care at existing treatment Plan; b) continued care, modified
treatment plan; c) discontinued care; d) request for phone consultation
between provider and Chiropractic Medical Doctor.
The Program Administrator will communicate recommendations to the
provider within 24 hours of the review. At that time, any required
phone consultation can be scheduled with the Chiropractic Medical
Director. The Committee's recommendations will be sent via US Mail to
the provider within three (3) business days.
Final outcome of the UM/QM Committee will be provided to the patient
via US Mail.
(7) Any provider or member has the right to appeal the decision of the
UM/QM Committee by submitting a written request for the appeal to be
made. It is the provider/ member's responsibility to demonstrate clear,
objective measurements of improved patient progress, and stipulate a
detailed, well-defined treatment plan to the Committee. The Committee
will review the revised treatment/care plan and respond to the
patient/provider with its recommendation within 24 hours.
(8) AHI will conduct an annual survey of a random sampling of members
regarding patient care, provider accessibility, billing practices and
overall satisfaction.
UM guidelines will be monitored via the monthly "Pre-Billing
Worksheet", which includes all dates of service for the patients,
diagnosis, CPT codes and charges.
