Exhibit 10.10
MDNY Healthcare, Inc.
IPA Participation Agreement
AGREEMENT
This Agreement (the "Agreement") is dated as of the 26th day of January
1998, by and between MDNY Healthcare, Inc. ("MDNY"), a business corporation
established in accordance with the laws of New York and Island Practice
Association I.P.A., Inc. ("IPA"), a business corporation established in
accordance with the laws of New York.
W I T N E S S E T H:
WHEREAS, MDNY is licensed and certified as a health maintenance
organization ("HMO") in accordance with the provisions of Article 44 of the
Public Health Law; and
WHEREAS, IPA is an Independent Practice Association, which has been
established to arrange for the delivery or provision of health services by
individuals licensed to practice medicine and other health professions, and, as
appropriate, ancillary medical services and equipment, pursuant to a contract
between it and an HMO that would make the services of such health care providers
available to the HMO and its Members; and
WHEREAS, IPA operates in Nassau, Queens and Suffolk Counties ("Service
Area"); and
WHEREAS, IPA wishes to contract with MDNY by making its provider network
available to Members in MDNY and wishes to provide other related services to
MDNY that will assist MDNY in the operation of the HMO;
NOW, THEREFORE, in consideration of mutual agreements, undertakings,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:
1. Definitions:
1.1. Covered Services shall mean those health care services that a
Member is entitled to receive and are authorized for payment pursuant to MDNY's
health benefit plan as defined by the applicable Subscriber Contract. Services
rendered by a professional shall be defined as Covered Professional Services.
Services rendered in a hospital or other health care facility shall be defined
as Covered Hospital Services.
1.2. Emergency Services shall mean those healthcare services
required to be provided to Members as a result of a medical or behavioral
condition, the onset of which is sudden, that manifests itself by symptoms of
sufficient severity, including severe pain, that a prudent layperson, possessing
an average knowledge of
medicine and health, could reasonably expect the absence of immediate medical
attention to result in:
(a) placing the health of the person afflicted with such
condition in serious jeopardy, or in the case of a
behavioral condition, placing the health of such person
or others in serious jeopardy;
(b) serious impairment to such person's bodily functions;
(c) serious dysfunction of any bodily organ or part of such
person; or
(d) serious disfigurement of such person.
1.3. IPA Members shall mean those MDNY Members who either select or
are randomly assigned by virtue of their resident zip code to a specific IPA.
1.4. Members shall mean those subscribers, or their eligible
dependents, who are entitled to receive certain health care services, pursuant
to MDNY's health benefit plan, as defined by the applicable Subscriber Contract.
1.5. Participating Provider shall mean a health care provider who
has entered into a Participating Provider Agreement with an MDNY-affiliated
practice association to render Covered Services to Members.
1.6. Participating Facilities shall mean licensed general acute care
or specialty facilities or other health care facilities that have contracted
with MDNY to render Covered Services to Members.
1.7. Subscriber Contract shall mean the contract between a Member
and MDNY.
2. Responsibilities of MDNY:
2.1. Licensure and Status: MDNY shall maintain its licensed status
as an HMO and shall undertake all steps necessary to maintain its license in
accordance with the provisions of Article 44 of the Public Health Law, the
Insurance Law and other applicable federal and State statutes and regulations
promulgated thereunder.
2.2. Subscriber Contracts: MDNY shall enter into, maintain or amend
Subscriber Contracts that govern the provision of health care services by MDNY
to Members. The terms of these Subscriber Contracts, which have been provided to
IPA, are, to the extent relevant hereto, made a part hereof. MDNY represents
that it shall take all steps to satisfy the terms of these Subscriber Contracts
and that IPA shall be informed of any amendments thereto.
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2.3. Ultimate Responsibility: Notwithstanding any other provision in
this contract to the contrary, MDNY shall be responsible for ensuring that any
service provided by IPA pursuant to this contract complies with all pertinent
provisions of federal, State and local statutes, rules and regulations. IPA
acknowledges and agrees that MDNY is required to establish, operate and maintain
a health service delivery system, quality assurance system, provider
credentialing system, member grievance system and other systems meeting the
standards of the New York State Department of Health ("DOH"), and is directly
accountable to DOH for compliance with DOH standards for the provision of high
quality, cost effective care to Members. Notwithstanding any delegation of
certain functions by MDNY to IPA under this Agreement, MDNY nevertheless retains
ultimate responsibility for the provision of these services and nothing in this
Agreement shall be construed to limit MDNY's authority or responsibility to meet
applicable quality standards or to take prompt corrective action to address a
quality of care problem, resolve a Member grievance or to comply with a
regulatory requirement. MDNY shall be responsible for its agreement with IPA and
for the agreement between IPA and physicians and other health care providers and
suppliers and for the care provided through such arrangements to the same extent
as it is responsible for arrangements with all other types of health care
providers, including, but not limited to, responsibility for all aspects of
medical delivery, including quality assurance, credentialing of providers in the
IPA network, and utilization management.
2.4. Delegation Subject to Performance Monitoring: IPA agrees that
any delegation of authority or responsibility for provider credentialing and
relations, utilization review and/or other administrative functions by MDNY
shall be subject to performance monitoring and independent validation by MDNY
and DOH, as well as any independent quality review/assessment organization
(e.g., NCQA) approved by MDNY and/or DOH to undertake such monitoring and
assessment.
2.5. Financial Terms: Payments by MDNY to IPA for services rendered
in accordance with this Agreement shall be made in accordance with Exhibits A,
B, C and D, attached hereto and incorporated herein, and any subsequent
agreements between MDNY and IPA that may be entered into by both parties.
2.6. Administrative Services: MDNY shall provide administrative
services to IPA necessary for IPA to discharge its obligations, which may
include the following:
(a) providing a provider manual specifying the policies and
procedures established by MDNY that are applicable to Participating Providers,
as the same may be amended from time to time, including but not limited to
grievance procedures, claims administration, appeal procedures, utilization
management, quality assessment and improvement, risk management and
credentialing policies.
(b) filing reports, seeking approvals and complying with
applicable laws and regulations of state, federal and other regulatory agencies
having jurisdiction over MDNY in connection with matters addressed by this
Agreement.
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(c) performing, directly or indirectly, all necessary
administrative, accounting, enrollment and other functions appropriate for
marketing and administration of MDNY's programs.
(d) collecting, directly or indirectly, Member premium
payments and other items of income to which MDNY is entitled to under or in
connection with its programs, except for coinsurance, copayments and permitted
deductibles that Participating Providers are required to collect.
(e) performing, directly or indirectly, utilization review
activities.
(f) establishing and administering Member grievance and appeal
procedures in accordance with applicable law.
(g) performing primary source verification of all health care
providers who apply to become Participating Providers.
2.6.1 In the event that administrative services necessary for
IPA to discharge its obligations are delegated by IPA to an entity other than
MDNY, which delegation must be approved by HMO, the delegation of administrative
services shall be governed by an agreement similar in form and content to that
of the Administrative Services Agreement attached hereto as Exhibit G.
3. Responsibilities of IPA:
3.1. Financial Responsibility: IPA shall assume financial
responsibility for services provided pursuant to this Agreement to IPA Members,
in accordance with the provisions of a Participating Provider Agreement entered
into between Participating Providers and IPA and approved by MDNY, a copy of
which has been provided to MDNY. In accordance with applicable law and
regulation, Members shall not be liable for the costs in excess of the amount
specified in the applicable Subscriber Contract of any Covered Services that are
included in such Subscriber Contract. The Subscriber Contracts have also been
provided to IPA. IPA agrees that in no event, including but not limited to
nonpayment or insolvency by MDNY, or breach of this Agreement, shall IPA xxxx,
charge, collect a deposit from, seek compensation, remuneration or reimbursement
from, or have any recourse against a Member or other person (other than MDNY)
acting on his/her/their behalf, for services arranged for by IPA.
3.2. Provider-Related Responsibilities: IPA shall be responsible
for:
(a) developing a comprehensive provider network of primary
care and specialist physicians to provide medical and surgical services that is
geographically and specialty balanced and meets the access and service
requirements of MDNY. IPA shall undertake all appropriate steps to recruit the
providers necessary to meet such requirements. IPA shall provide, at the
earliest possible time, notice to MDNY
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of any significant changes in the capacity of IPA to arrange for the provision
of Covered Services to Members as contemplated by this Agreement. MDNY shall
determine whether Members' access to IPA Participating Providers is unacceptable
based upon factors, which may include but are not limited to industry accepted
geographic access standards, employer requests and access to competitors'
networks. In the event that MDNY determines that Members' access to IPA
Participating Providers is unacceptable, MDNY may request that IPA take
corrective action acceptable to MDNY within ninety (90) days. If IPA fails to
take such corrective action within such ninety (90) day period, MDNY may
terminate this Agreement as provided in Section (8).
(b) implementing the credentialing and recredentialing
policies of MDNY with respect to IPA Participating Providers except for primary
source verification which will be performed by MDNY or a mutually acceptable
assigned third party which is in compliance with NCQA requirements and MDNY's
policies and standards. IPA shall have written policies and procedures for
credentialing and recredentialing health care providers who apply to become IPA
Participating Providers. These credentialing and recredentialing policies and
procedures ("Policies") must comply with the current nationally recognized
review organization and MDNY standards, as promulgated or revised from time to
time, and shall include, at a minimum, the following:
(i) Scope of Credentialing. IPA's policies must address the
credentialing of all staff, network, and contracted group/solo
practices utilized for the provision of Covered Services to
Members. IPA must credential all personnel functioning as case
managers and assure that all utilization review agents are
registered in accordance with applicable law and regulation.
(ii) Credentialing Criteria. IPA's written credentialing
policies must:
a. Include minimum criteria for credentialing health
care providers, as well as the circumstances under which
exceptions, if any, may be made;
b. Designate the person(s) responsible for conducting
credentialing activities and for seeking approval of
clinical personnel;
c. Establish a Credentialing or Quality Assessment
Committee responsible for credentialing decisions;
d. Define time frames and procedures for
recredentialing, which must occur at least every two
years; and
e. Require the review of the credentialing policies by
the IPA's governing body at predetermined intervals.
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(iii) Scope of Recredentialing. IPA must have written policies
regarding the scope and frequency of recredentialing
activities. These policies must define time frames and
procedures for recredentialing. IPA's credential files must,
at a minimum, document current licensing, DBA, and
certifications. In addition, a confidential information form
must be completed by Participating Providers at time of
recredentialing and maintained in IPA's file. Any positive
response to a malpractice suit inquiry or loss of hospital
privileges, or any other disciplinary action noted in National
Practitioners Data Bank or Federation of State Medical Board
responses must be reviewed by MDNY's Medical Director.
(c) establishing directly, or through the authority granted to
IPA's medical management committee, policies and procedures to ensure: (1) a
uniform standard of care is delivered throughout the IPA; (2) quality standards
established by MDNY are met and maintained by IPA Participating Providers; and
(3) the financial viability and solvency of IPA.
(d) ensuring that all IPA Participating Providers agree to
adhere to the medical management directives established by IPA, as approved by
MDNY, and the quality improvement ("QI") directives established by MDNY.
(e) accurately documenting the QI directives established by
MDNY utilizing standards accepted by a recognized national review organization,
which may be amended upon prior written notice to IPA.
(f) developing and implementing policies and procedures
associated with a comprehensive compensation program, that includes, but is not
limited to, such elements as a fee schedule program, a risk sharing program that
includes adequate provisions for reserves, and an incentive program, in order to
fairly and appropriately compensate IPA Participating Providers for rendering
services to subscribers while maintaining the financial viability and solvency
of IPA and adequately providing funds that may be used to cover any deficits
associated with the risk sharing program.
(g) ensuring that IPA Participating Providers agree to comply
with all of the applicable requirements and conditions for providing services to
Medicare beneficiaries, pursuant to a contract between the Health Care Financing
Administration and MDNY. Such requirements shall include, but are not limited
to, those related to advance directives, medical record retention and access to
medical, financial and administrative records by governmental authorities for
inspection and review purposes.
(h) ensuring that all contracts between IPA and IPA
Participating Providers conform to requirements established by DOH, including
compliance with Chapter 705 of the Laws of 1996.
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(i) ensuring that IPA Participating Providers cooperate in
MDNY's marketing programs.
3.3. Reports: IPA will supply MDNY with all claims, utilization and
other information available to it that may be necessary in order for MDNY to
submit required reports to State and other regulatory entities, or that may be
reasonably necessary to assist MDNY in the conduct and operation of the HMO.
3.4. Participation in IPA's Quality Assurance/Utilization Meetings:
IPA shall allow one or more members of MDNY's Utilization Review and Quality
Assurance Medical Staff to participate in IPA's Quality Assurance and/or
Utilization meetings relating to Members. In addition, IPA shall provide MDNY
with copies of the minutes of such meetings relating to Members within ten (10)
business days of receipt of a written request from MDNY for such minutes.
3.5. Complaints: IPA and IPA Participating Providers agree to
cooperate with MDNY and provide MDNY with the information necessary to resolve
Member grievances with respect to Covered Services and other issues and abide by
decisions of MDNY Grievance Committee. IPA and IPA Participating Providers
agrees to cooperate and participate with MDNY in any internal peer review and
external audit system and grievance procedures as may be established by MDNY.
IPA and IPA Participating Providers shall comply with and be bound by all final
determinations rendered by the peer review process of grievance mechanism.
3.6. Referrals: Except in the event of a medical Emergency, IPA and
Participating Providers shall not refer any Members to any specialist other than
another IPA Participating Provider without specific prior approval from MDNY or
Member's primary care physician, in accordance with the Member's Subscriber
Contract. All charges resulting from such referral without specific prior
approval from MDNY or Member's primary care physician shall be the financial
responsibility of the IPA.
3.7. Accessibility and Continuity of Care: IPA agrees that the
Covered Services it has arranged to provide shall be available and accessible to
Members 24 hours per day, seven days per week in a manner which assures
continuity of care.
3.8. Other Program Participation: Covered Services under this
Agreement shall be made available to Members of any health maintenance
organization plan offered by MDNY. MDNY has or intends to seek a contract to
serve Medicare and Medicaid beneficiaries. Such beneficiaries shall be
considered as Members. IPA and IPA Participating Providers shall be bound by all
the rules and regulations of the Medicare and Medicaid programs. MDNY, on its
own, or together with IPA, reserves the right to introduce new health
maintenance organization plans to its membership during the course of this
Agreement, provided however, that IPA may reject participation in any new plan
upon a showing of financial cause or health services related reasons for such
rejection. IPA shall use its best efforts to cause each of its IPA Participating
Providers to participate in the provider network sponsored by MDNY Preferred
Network, Inc., a preferred provider organization.
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4. IPA Participating Provider Information:
IPA shall provide to MDNY a complete list of IPA Participating Providers,
including names, office addresses, office hours, telephone and facsimile
numbers, and, area of practice or specialty. IPA shall notify MDNY in writing
within ten (10) business days of its receipt of written notice of any change in
this information. IPA shall provide to MDNY at least sixty (60) days prior
notice (or, if IPA does not receive at least sixty (60) days notice, then such
notice as IPA actually receives) of the termination of IPA's relationship with a
IPA Participating Provider. IPA shall obtain a completed credentialing
application to become a Participating Provider from each IPA Participating
Provider who is subject to MDNY's credentialing standards, which shall conform
to the credentialing standards of a nationally recognized review organization.
IPA shall obtain all necessary releases from IPA Participating Providers to
permit IPA to release said credentialing files to MDNY, and MDNY shall be
entitled to presume that such releases have, been obtained.
5. Compensation:
5.1. General: In accordance with Exhibit A, which is subject to
change only upon mutual agreement of the parties, unless such change is required
by law or regulatory authority, MDNY shall compensate IPA for the provision of
Covered Services. IPA Participating Providers and other health care
professionals shall be compensated by IPA for rendering Covered Services in
accordance with policies and procedures of IPA approved by MDNY, which approval
shall not unreasonably be withheld. IPA Participating Providers shall collect
and retain any copayments from Members according to the applicable Subscriber
Contract.
5.1.1 Upon notice to IPA, MDNY may revise the compensation
specified in Exhibit A of this Agreement to accurately reflect compensation for
the year 1998. MDNY warrants that such 1998 compensation shall not be materially
different from the compensation specified in Exhibit A, and shall not
financially disadvantage IPA.
5.2. Professional Services:
5.2.1. Compensation for Covered Professional Services rendered
to IPA Members shall be based on a percentage of premium as set forth in Exhibit
A. Compensation shall be made by the twentieth (20th) of each month for
commercial claims and the tenth (10th) of each month for government sponsored
claims, and shall be computed on the basis of the most current group information
available. In the event an IPA Member is not eligible to receive services during
the entire month, the compensation for that Member-month shall be prorated to
the number of days the IPA Member will be eligible. A summary report identifying
the IPA Members by type of plan and coverage will be provided on a monthly
basis. Compensation shall be subject to adjustments by MDNY, retroactive up to
ninety (90) days, either upward or downward, consistent with change in
membership, change in plan design, or change in premium.
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5.2.2. All claims for Covered Professional Services rendered
to IPA Members shall be paid as described in Exhibit D. All Claims for Covered
Professional Services that together with all other Covered Services in excess of
stop-loss provisions as set forth in Exhibit E, attached hereto and incorporated
herein, shall not be charged to IPA.
5.2.3. Referrals to specialists who are not Participating
Providers must, where required by the applicable Subscriber Contract, be
approved in advance by IPA and shall be paid by IPA. In accordance with MDNY's
obligation to ensure appropriate delivery of services to Members, MDNY shall
review all such referrals and reject any referral it determines does not meet
the particular health care needs of the Member. If that referral specialist has
an agreement with MDNY and not IPA, the specialist will be paid according to the
agreement with MDNY. If that referral specialist has no agreement with MDNY or
IPA, IPA shall have the opportunity to negotiate payment rates with such
referral specialist and payment will be made as agreed upon by the referral
specialist and IPA. In the event that IPA and referral specialist cannot agree
upon payment terms, payment will be made according to the terms of the Member's
Subscriber Contract or as agreed upon between MDNY and the referral specialist.
Such amount shall be charged to IPA.
5.2.4. IPA Participating Providers shall be paid according to
a fee schedule established by IPA and approved by MDNY. In the absence of a
withhold, IPA must establish a contingency or reserve fund approved by MDNY,
which approval shall not unreasonably be withheld.
5.2.5. Any surplus of IPA shall be retained by IPA. IPA shall
establish policies and procedures for distribution of such surplus. Such
policies and procedures shall be reviewed by MDNY, and shall not be implemented
in the event they are determined to be in violation of applicable laws and
regulations. Any deficit of IPA shall be the responsibility of IPA. IPA shall
establish policies and procedures, approved by MDNY, to ensure that sufficient
funds will be available to cover current or projected deficits of IPA.
5.3. Shared Risk Fund:
5.3.1. MDNY shall establish and administer, with the approval
of IPA, one (1) Shared Risk Fund as a budget for Covered Hospital Services
rendered to IPA Members, pursuant to Exhibit D. Distributions to the Shared Risk
Fund by MDNY shall be based on a percentage of premium, as set forth in Exhibit
A. Such distributions shall be subject to adjustments, retroactive up to ninety
(90) days, either upward or downward, consistent with change in membership,
change in plan design, or change in premium.
5.3.2. Claims for Covered Hospital Services rendered to IPA
Members, as described in Exhibit D, shall be charged to the Shared Risk Fund,
when the Covered Hospital Services are provided within or are referred outside
of MDNY's service area or Participating Facilities. All Claims for Covered
Hospital Services in
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excess of stop-loss provisions as set forth in Exhibit E shall not be charged to
the Shared Risk Fund.
5.3.3. At a time agreed to by IPA and MDNY, which shall be no
less than one quarter (1/4) of one (1) year and no greater than one (1) year,
MDNY shall calculate the difference between the amounts credited to the Shared
Risk Fund for that period of time and the actual charges made to the Shared Risk
Fund. In making this calculation, actual charges shall include an adequate
reserve, as approved by MDNY, for unpaid and incurred but not reported claims.
Accruals to these reserves will be reviewed monthly by MDNY and adjusted to
reflect claims history. In the event the charges exceed the amounts in the
Shared Risk Fund, IPA and MDNY shall be responsible for such deficit, if any, as
set forth in Exhibit A. In the event the amounts in the Shared Risk Fund exceed
the charges, IPA and MDNY shall receive distributions, if any, as set forth in
Exhibit A. The first distribution of the surplus shall be made at a time agreed
to by IPA and MDNY, which shall be no less than one quarter (1/4) of one (1)
year and no greater than one (1) year, following the end of the first calendar
year of this Agreement.
5.4. Carve-Out Fund: MDNY shall establish and administer one (1)
Carve-Out Fund that relates to those services that MDNY and IPA agree to
separate from the services covered by IPA. Distributions to such Fund shall be
calculated based on a set amount for each IPA Member per month as determined by
MDNY as set forth in Exhibit B. Such distributions shall be subject to
adjustments by MDNY, retroactive up to ninety (90) days, either upward or
downward, consistent with change in membership, change in plan design, or change
in premium.
5.5. Specialty Networks Fund: For MDCIassic and MDClassic 65
Members, MDNY shall establish and administer one (1) Specialty Networks Fund
that relates to those services that MDNY and IPA agree to separate from those
services covered by IPA. Distributions to such Fund shall be based on a set
amount for each IPA Member per month as determined by MDNY as set forth in
Exhibit C. Such distributions shall be subject to adjustments by MDNY,
retroactive up to ninety (90) days, either upward or downward, consistent with
change in membership, change in plan design, or change in premium.
6. Insurance and Indemnification:
6.1. IPA Insurance: IPA shall maintain policies of comprehensive
general liability, including professional liability and other insurance of the
types and in amounts customarily carried by independent practice associations
with respect to their operations, including stop-loss and reinsurance as set
forth in Exhibit E. Such policies shall provide for thirty (30) day cancellation
notification to MDNY and shall be effective on or before the Effective Date.
Such policies shall include coverage for claims which are incurred during the
term of this Agreement but which arise after termination of this Agreement. IPA
shall, upon request, provide MDNY with certificates with respect to said
policies and any renewals or replacements thereof and shall arrange with its
insurance carrier(s) to notify MDNY in the event of any change in the status of
such coverage.
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6.2. MDNY Insurance: MDNY shall maintain policies of comprehensive
general liability, including professional liability, in amounts satisfactory to
IPA and other insurance of the types customarily carried by HMOs, such as MDNY,
with respect to their operations. Such policies shall provide for thirty (30)
day cancellation notification to IPA and shall be effective on or before the
Effective Date. Such policies shall include coverage for claims which are
incurred during the term of this Agreement but which arise after termination of
this Agreement. MDNY shall, upon request, provide IPA with certificates with
respect to said policies and any renewals or replacements thereof and shall
arrange with its insurance carrier(s) to notify IPA in the event of any change
in the status of such coverage.
6.3. IPA Participating Provider Insurance: IPA shall require that
each IPA Participating Provider shall maintain policies of professional
liability insurance in the amounts of $1,000,000 per occurrence and $3,000,000
in the aggregate, as well as extended insurance coverage through a hospital, if
available. Such policies shall provide for thirty (30) day cancellation notice
to IPA. Such policies shall include coverage for claims which are incurred
during the term of the agreement between the IPA and IPA Participating Provider
but which arise after termination of such agreement. IPA Participating Provider,
upon request of IPA, provide IPA with certificates with respect to said policies
and any renewals or replacements thereof and shall arrange with its insurance
carrier(s) to notify IPA in the event of any change in the status of such
coverage.
6.4. Indemnification:
6.4.1. IPA shall indemnify and hold harmless MDNY and its
directors, officers and agents of, from and against any and all loss, damage,
expense or other liability arising out of the performance by IPA of services
under this Agreement, excepting only liability attributable to the willful
misconduct or the willful, wanton or reckless failure by MDNY, its agents,
servants, employees or independent contractors engaged by MDNY (but not by IPA)
to perform their respective obligations under this Agreement or the negligence
of MDNY or the negligence of MDNYs agents, servants, employees or independent
contractors engaged by MDNY (but not by IPA). This indemnity agreement shall
include indemnity against all costs, expenses and liabilities incurred in and in
connection with any such claim or liability, and proceeding brought thereon, and
the reasonable cost of the defense thereof.
6.4.2. MDNY shall indemnify and hold harmless IPA and its
directors, officers and agents from and against any and all loss, damage,
expense or other liability arising out of the performance by MDNY of services
under this Agreement, excepting only liability attributable to the willful
misconduct or the willful, wanton or reckless failure by IPA, its agents,
servants, employees or independent contractors engaged by IPA (but not by MDNY)
to perform their respective obligations under this Agreement or the negligence
of IPA or the negligence of IPA's agents, servants, employees or independent
contractors engaged by IPA (but not by MDNY). This indemnity agreement shall
include indemnity against all costs, expenses and liabilities incurred in and in
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connection with any such claim or liability, and proceeding brought thereon, and
the reasonable cost of the defense thereof.
6.4.3. In no event shall either party hereunder be liable to
the other for punitive damages on account of the default under this Agreement or
otherwise. Each party shall indemnify the other against any liability resulting
from performance of duties hereunder.
7. Term of Agreement:
This Agreement shall be effective for an initial term of ten (10) years
from the date of its original execution ("Effective Date"), except for the terms
of Exhibit sections of this document. Renewal subject to MDNY Bylaws and MDNY
Board of Directors approval and shall be automatically renewable thereafter for
additional one (1) year terms unless the Agreement is terminated in accordance
with the provisions of section 8, section 11 or section 15.1 of this Agreement.
8. Termination of Agreement:
8.1. IPA or MDNY shall have the right to terminate this Agreement by
written notice thereof to the other if the other party shall be in material
default hereunder or shall have breached its material obligations under this
Agreement and shall have failed to cure same within a period of sixty (60) days
following the giving of written notice by the other party of such default or
breach by the non-faulting party. Such notice of termination shall take effect
upon no less than one hundred eighty (180) days following receipt of notice of
breach or default if such breach or default was not substantially cured within
the sixty (60) day cure period to the reasonable satisfaction of the party
giving such notice. If substantial cure cannot reasonably be completed in such
sixty (60) day period, and if good faith reasonable efforts to effect cure have
been commenced and are being diligently pursued by die defaulting party, the
other party may, at its sole discretion, extend the time period in which the
breach must be cured. The Commissioner of the Department of Health shall be
notified of any intention to terminate this Agreement. Any dispute as to whether
either party was in default in accordance with this Agreement shall be resolved
in accordance with the provisions of section 16.6 of this Agreement.
8.2. In the event this Agreement terminates as a result of a breach
or default by the IPA of any provision in this Agreement, the contracts between
the IPA and IPA Participating Providers shall automatically be assigned to MDNY.
This provision shall survive the termination of this Agreement
9. Records/Confidentiality:
To the extent any medical records relating to any Member for whom IPA has
arranged for the provision of health services are maintained by IPA, such
records shall be maintained in such form and contain such information as may be
required by MDNY and State and federal regulatory bodies now and as may be
amended in the future, and such records shall be retained for a period
consistent with any record retention
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requirements of federal or State law, rule or regulation, but in no event less
than six (6) years (including six (6) years from the date a minor Member reaches
the age of majority).
MDNY shall be entitled, in accordance with applicable law and regulations,
to access the financial records of IPA pertaining to this Agreement, and IPA
shall account to MDNY in detail for all funds received pursuant to this
Agreement. Subject to the foregoing, all records, whether business, medical or
otherwise, relating to the operation of MDNY's programs or its beneficiaries or
providers, including but not limited to all books of account, enrollment
records, general administrative records and patient records, provider files and
related materials shall be and remain the sole property of IPA, provided,
however, that MDNY, State and federal regulatory entities shall have access to
such information, upon their request, as may be required in accordance with
applicable law and regulations.
10. Representations and Warranties:
10.1. MDNY hereby represents, warrants and covenants to IPA as
follows:
(a) MDNY is a duly organized, validly existing New York
business corporation in good standing, with full corporate power and authority
to execute and deliver this Agreement and to perform the obligations undertaken
herein. All corporate action required to be taken by MDNY to authorize its
execution, delivery and performance of this Agreement has been duly and properly
taken. MDNY is licensed as a health maintenance organization pursuant to the
provisions of Article 44 of the Public Health Law and will maintain its license
in good standing.
(b) This Agreement is duly executed and delivered by MDNY and
is the valid and legally binding obligation of MDNY, enforceable against it in
accordance with its terms.
(c) Each of the representations, warranties and covenants set
forth in this section shall survive the execution, expiration and termination of
this Agreement.
10.2. IPA hereby represents, warrants and covenants to MDNY as
follows:
(a) IPA is a duly organized, validly existing New York entity
in good standing, with full corporate power and authority to execute and deliver
this Agreement and to perform the obligations undertaken herein. All corporate
action required to be taken by IPA to authorize its execution, delivery and
performance has been duly and properly taken.
(b) IPA is a duly organized independent practice association,
established in accordance with the provisions of New York State law and
regulation, which contracts with physicians and other providers of medical or
medically related services in order that it may contract with MDNY.
13
(c) Each of the representations, warranties and covenants set
forth in this section shall survive the execution, expiration and termination of
this Agreement.
11. Bankruptcy:
MDNY may terminate this Agreement upon the bankruptcy of IPA, and IPA may
terminate this Agreement upon the bankruptcy of MDNY. As used in this section,
"bankruptcy" shall mean the filing of a petition commencing a voluntary case
under the Bankruptcy Code; a general assignment by it for the benefit of
creditors; its insolvency; its inability to pay its debts as they become due;
the filing by it of any petition or answer in any proceeding seeking for itself
or consenting to, or acquiescing in, any insolvency, receivership, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute or regulation, or the filing by it of an answer or other pleading
admitting or failing to deny or contest, the material allegations of the
petition filed against it in any such proceedings; its seeking or consenting to,
or acquiescing in the appointment of, any trustee, receiver or liquidator of it,
or any material part of its property; or the commencement against it of an
involuntary case under the Bankruptcy Code, or a proceeding under any
receivership, composition, readjustment, liquidation, insolvency, dissolution,
or like law or statute, or seeking or resulting in the appointment of any
trustee, receiver or liquidator of it or any material part of its property,
which case or proceeding or appointment is not dismissed or vacated within sixty
(60) days. Termination under this section shall be effective upon the giving of
notice thereof.
12. Confidentiality:
During the term of this Agreement and thereafter without limitation of
time, neither party shall knowingly divulge, furnish or make available to any
third person, company, corporation or other organization, without the other
party's prior written consent, any confidential or proprietary information of or
concerning the other party, including without limitation, confidential methods
of operation and organization, confidential lists of providers or beneficiaries
or any other such confidential or proprietary information or data, or use any
such information otherwise than under this Agreement.
13. Notices:
All notices required or given under this Agreement, except for notices
given pursuant to Section 8 of this Agreement shall be in writing, addressed as
set forth below (or to such other address as any party may so designate by like
notice from time to time) and shall be mailed by first-class mail or
transmitted, against confirmed receipt, by facsimile. Notices given pursuant to
Section 8 of this Agreement shall be in writing and shall be mailed by
first-class, registered or certified mail, return receipt requested, postage
pre-paid, or transmitted, against confirmed receipt, by facsimile, or by
overnight earner or hand. Receipt of notice shall be presumed on the third day
after mailing, if the notice is mailed as herein provided, or upon receipt, if
notice is seat via facsimile, overnight carrier or hand-delivery.
14
If notice is to MDNY, it shall be sent to:
MDNY Healthcare, Inc.
Xxx Xxxxxxxxxx Xxxxxxxxxx Xxxxx 0X0X
Xxxxxxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Chief Executive Officer
If notice is sent to IPA, it shall be sent to:
______________________________________
______________________________________
______________________________________
Fax: _________________________________
Attention: President
14. Affirmative Action Plan:
MDNY is an Equal Opportunity Employer which maintains an Affirmative
Action Program The parties agree that they will comply with Executive Order
11246, the Vietnam Era Veterans Readjustment Act of 1974, the Drug Free
Workplace Act of 1988, and the Vocational Rehabilitation Act in transactions
relating to any government contract.
15. Non-Competition/Exclusivity:
15.1. Except when required by law or regulation relating to health
maintenance organizations (including single purpose HMOs), if during the term of
this Agreement IPA or any affiliate, subsidiary, or its parent directly or
indirectly begins to operate or files for a license to operate a health
maintenance organization or Provider Sponsored Organization or Provider
Sponsored Network in MDNY's service areas, MDNY shall have the right to
terminate this Agreement upon one hundred eighty (180) days written notice. IPA
shall notify MDNY in writing no less than one hundred eighty (180) days prior to
any such occurrence.
15.2. The exclusivity of this Agreement shall be governed by the
terms of Exhibit F, attached hereto and incorporated herein.
15.3. During the term of this Agreement, IPA is prohibited from
soliciting any Member for the purpose of marketing other health maintenance
organization plans to Member, with the exception of patients that have a prior
relationship with a Participating Provider.
16. Miscellaneous:
16.1. This Agreement cannot be changed, modified, amended or
suspended except by written agreement executed by all parties affected thereby.
This provision shall not apply to modifications made in Exhibit A. Material
amendments to
15
this Agreement require prior approval by New York Department of Health thirty
(30) days in advance of their anticipated execution.
16.2. The waiver by either party of a breach or violation of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any subsequent breach or violation hereof.
16.3. This Agreement shall be governed in all respects by applicable
New York State and federal laws. The invalidity or unenforceability of any terms
or conditions hereof shall in no way affect the validity or enforceability of
any other term or provision. This contract is subject to State Approval.
16.4. Because of the special nature of IPA's and IPA Participating
Providers' services, IPA and IPA Participating Providers may not assign any
rights (except to an accounting or billing agent) or delegate any duties of this
Agreement without the expressed written consent of MDNY. Any purported
assignment or delegation in derogation of this prohibition shall be null and
void. MDNY may, for business purposes, assign its rights and/or delegate its
obligations to a successor in interest. The New York State Department of Health
must be notified of any assignment of this Agreement.
16.5. None of the provisions of this Agreement is intended to create
nor shall be deemed or construed to create any relationship between the parties
hereto other than that of independent entities contracting with each other
hereunder solely for the purpose of effecting the provisions of this Agreement.
Neither of the parties hereto, nor any of their respective employees, shall be
construed to be the agent, employer or representative of the other.
16.6. IPA and MDNY agree that either of them may submit to binding
arbitration in a jurisdiction of the State of New York agreed upon by both
parties, under such rules as may be agreed to by the parties or, if no other
rules are established, under the rules of the National Health Lawyers'
Association, any dispute regarding the terms of this Agreement. The controversy
would be submitted on an expedited basis to one arbitrator selected from the
panels of arbitrators of the National Health Lawyers' Association. IPA and MDNY
agree to allocate the costs of such arbitration in accordance with the decision
of the arbitrator as to such allocation, if any, and in the absence of any such
decision, to share such costs equally. Each party shall bear its own costs for
preparing for and appearing at any such arbitration. MDNY and IPA further agree
to faithfully abide by and perform any award rendered by the arbitrator and the
judgment of any court having jurisdiction may be entered upon the award. The
parties hereto agree that the party submitting a controversy to arbitration
shall notify the Commissioner of the Department of Health of all issues
submitted to arbitration and shall provide the Commissioner with all decisions
of such arbitration. The parties further acknowledge that the Commissioner shall
not be bound by the decisions of any arbitrations.
16.7. Neither party shall be liable for any failure, inability or
delay to perform hereunder, if such failure, inability or delay is due to war,
strike, fire,
16
explosion, sabotage, accident, casualty or any other cause beyond the reasonable
control of the parties so failing, providing due diligence is used by that party
in curing such cause and in resuming performance.
16.8. This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed the original Agreement, but all of
which together will constitute one and the same instrument.
16.9. This Agreement, including exhibits, attached hereto,
constitutes the entire agreement and understanding, written and oral, among the
parties with respect to the subject matter hereof and supersedes any and all
prior negotiations, understandings, arrangements of any nature, and agreements
existing between the parties relating to the subject matter of this Agreement,
including the agreement entered into between MDLI Healthcare, Inc. and Island
Practice Association I.P.A., Inc.
16.10. This Agreement shall inure to the benefit of and be binding
upon the parties and their respective successors and permitted assigns.
16.11. In the event a party's approval is required in any term or
provision of this Agreement, such party's approval shall not unreasonably be
withheld.
16.12. This Agreement shall be subject to the approval of the New
York State Department of Health.
17
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first written above.
MDNY HEALTHCARE, INC.
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxxx
Chief Executive Officer
IPA Name: /s/ ___________________________
1/26/98
Officer's Signature: ____________________
Print Name: ____________________
President
18
IPA PARTICIPATION AGREEMENT
EXHIBIT A
FUND AND RISK ALLOCATION
==============================================================================================================
Fund Allocation* MDDirect MDValue MDSelect MDClassic MDSelect65 MDClassic65
--------------------------------------------------------------------------------------------------------------
Shared Risk 30.0% 30.0% 30.0% 30.0% 54.0% 54.0%
--------------------------------------------------------------------------------------------------------------
IPA 49.0% 47.0% 44.0% 40.5% 26.5% 19.0%
--------------------------------------------------------------------------------------------------------------
Carve-Out(1) 2.5% 4.5% 7.5% 4.5% 3.0% 3.5%
--------------------------------------------------------------------------------------------------------------
Specialty Network(2) -- -- -- 6.5% -- 7.0%
--------------------------------------------------------------------------------------------------------------
Total Allocation 81.5% 81.5% 81.5% 81.5% 83.5% 83.5%
==============================================================================================================
(1) Amounts are reflective of community HMO rates; actual premiums
received depend on benefit design, riders, age/sex and other
underwriting factors.
(2) As a % of Premium. Above Numbers are rounded to nearest 1/2 percent.
==============================================================================================================
Risk Allocation MDDirect MDValue MDSelect MDClassic MDSelect65 MDClassic65
--------------------------------------------------------------------------------------------------------------
Shared Risk 75.00% 75.00% 75.00% 63.00% 75.00% 57.00%
--------------------------------------------------------------------------------------------------------------
IPA 100% 100% 100% 100% 100% 100%
==============================================================================================================
==============================================================================================================
Risk Allocation MDDirect MDValue MDSelect MDClassic MDSelect65 MDClassic65
--------------------------------------------------------------------------------------------------------------
Shared Risk 12% 18%
--------------------------------------------------------------------------------------------------------------
IPA 100% 100%
==============================================================================================================
19
IPA PARTICIPATION AGREEMENT
EXHIBIT B
ALLOCATION TO CARVE-OUT FUND
Except for such IPA Members whose coverage has been specifically modified
to exclude or to enhance such coverage, MDNY shall allocate, in accordance with
the provisions defined in Section 4 of this Agreement, an amount as set forth in
the table below to the Carve-Out Fund to pay for those Covered Services rendered
to IPA Members but not provided by IPA. Such allocations shall be subject to
retroactive adjustments by MDNY, either upward or downward, consistent with
change in membership, change in plan design, or change in premium.
==============================================================================================================
Carve-Outs (pmpm) MDDirect MDValue MDSelect MDClassic MDSelect65 MDClassic65
--------------------------------------------------------------------------------------------------------------
Behavioral Health $4.00 $3.00 $4.00 $4.00 $5.00 $5.00
--------------------------------------------------------------------------------------------------------------
Chiropractic No Benefit $.75 $1.70 $1.70 $2.75 $2.75
--------------------------------------------------------------------------------------------------------------
Dental No Benefit $1.25 $2.00 $2.00 $3.80 $3.80
--------------------------------------------------------------------------------------------------------------
Vision No Benefit No Benefit $2.25 $2.25 $3.75 $3.75
==============================================================================================================
20
IPA PARTICIPATION AGREEMENT
EXHIBIT C
ALLOCATION TO SPECIALTY NETWORKS FUND
Except for such IPA Members whose coverage has been specifically modified
to exclude or to enhance such coverage, MDNY shall allocate, in accordance with
the provisions defined in Section 4 of this Agreement, an amount as set forth in
the table below to the Specialty Networks Fund to pay for those Covered Services
rendered to IPA Members but not provided by IPA. Such allocations shall be
subject to retroactive adjustments by MDNY, either upward or downward,
consistent with change in membership, change in plan design, or change in
premium. See Exhibit C-l for specific CPT codes by Specialty.
================================================================================
Specialty Network Commercial MDClassic Medicare MDClassico65
--------------------------------------------------------------------------------
Cardiology $1.75 $14.75
--------------------------------------------------------------------------------
Ophthalmology $1.25 $11.75
--------------------------------------------------------------------------------
Orthopedics $3.00 $9.25
--------------------------------------------------------------------------------
Gastroenterology $1.00 $4.18
--------------------------------------------------------------------------------
Podiatry XXX XXX
================================================================================
21
IPA PARTICIPATION AGREEMENT
EXHIBIT C-1
CRT Codes by Specialty:
Gastroenterology
43200-43272 Endoscopy
43450-43496 Manipulation
43750-43761 Introduction
44360-44394 Endoscopy, Small Bowel and Stomal
45300-45385 Proctosigmoidoscopy, Sigmoidoscopy, Colonoscopy
46030-46615 Anus-Excision, Introduction & Endoscopy
91000-91299 Gastroenterology Services
99201-99499 Evaluation and Management
Ophthalmology
15820-15823 Blepharoplasty
21280-21282 Canfhoplexy
65091-68899 Eye and Ocular Adnexa
92002-92499 Ophthalmology Services
99201-99499 Evaluation and Management
Orthopedic Surgery
20000-27899 Musculoskeletal System - Non foot and Toes
29000-29909 Casts and Strapping:
61105-61253 Twist Drill, Xxxx Hole(s), or Trephine
61680-64907 Surgery for Aneurysm, Arteriovenous Malformation or Vascular
Disease etc.
99201-99499 Evaluation and Management
Cardiology
33200-33261 Pacemaker or Defibrillator
35450-35476 Transluminal Angioplasty - Open and Percutaneous
92950-93799 Cardiovascular Services
99201-99499 Evaluation and Management
22
IPA PARTICIPATION AGREEMENT
EXHIBIT D
DISTRIBUTION OF COVERED SERVICES
SERVICE RESPONSIBILITY
------- --------------
A. HOSPITAL SERVICES (INPATIENT)
1. Inpatient Hospital Care Shared Risk Fund
2. Hospital Services at any Hospital whether Shared Risk Fund
by Emergency Admission or Pre-authorization
(excluding Physician Component)
3. Inpatient Diagnostic and Therapeutic Shared Risk Fund
Services including but not limited to:
a. Inpatient Neurology Services
Inpatient services excluding Professional Shared Risk Fund
Component (e.g., EEG, NCS, EMC, etc.)
b. Inpatient Cardiology Services
Inpatient services excluding Professional Shared Risk Fund
Component (e.g.,Treadmills, Xxxxxx Monitor,
EKG, etc.)
c. Inpatient Pulmonary Services, Inpatient Shared Risk Fund
Services including Professional Component
for interpretation (e.g., PFTOs, ABGOs, etc.)
d. Inpatient Radiation Therapy Technical Shared Risk Fund
Component
e. Cardiopulmonary Perfusionist Shared Risk Fund
f. Inpatient Psychiatric Services including Shared Risk Fund
testing, ECT Therapy.
g. Inpatient Nephrology Services including Shared Risk Fund
Acute and Chronic Dialysis.
h. Inpatient Blood Banking Services including Shared Risk Fund
Blood Bank and Autologous Blood.
i. Inpatient Hospital Surgical Services Shared Risk Fund
including Implanted Prosthesis.
j. Inpatient Hospital Surgical Services Shared Risk Fund
including Implanted Prosthesis.
k. Pre-Admit Lab, X-ray, EKG and other Shared Risk Fund
pre-admission diagnostic services performed
at the hospital or hospital-contracted
facilities. (Technical component only.)
23
SERVICE RESPONSIBILITY
------- --------------
l. Inpatient Lab including clinical and anatomic Shared Risk Fund
pathology. (Technical component only.)
m. Inpatient radiology, diagnostic and Shared Risk Fund
therapeutic and imaging services. (Technical
component only)
n. Inpatient Diagnostic and Therapeutic Services Shared Risk Fund
including but not limited to all of the
above at any Hospital whether by Emergency
Admission or Pre-authorization.
B. HOSPITAL-BASED PHYSICIAN SERVICES
1. Anesthesiologist IPA Fund
a. General Anaesthesiologv Service
Inpatient IPA Fund
Outpatient IPA Fund
b. Pain Management Service by Anesthesiologist
2. Radiologist, Therapeutic and diagnostic services IPA Fund
Inpatient IPA Fund
Outpatient IPA Fund
3. Pathologist
a. Inpatient Anatomical and clinical Pathology Shared Risk Fund
b. Outpatient Anatomical Pathology including
Pap Smear reading IPA Fund and specimens from
outpatient surgery.
C. HOSPITAL SERVICES (OUTPATIENT)
1. Emergency Room including all services and Shared Risk Fund
supplies, including covered care at any
hospital facility.
2. Non-referred Emergency Care. Shared Risk Fund
3. Lab, X-ray, EKG and other services within the Shared Risk Fund
Emergency Department.
4. The Professional component of all other IPA Fund
services such as fluorescein angiogram; YAG,
ARGON, Krypton lasers; endothelial cell
counts, etc.
5. Outpatient procedures including outpatient Shared Risk Fund
surgery and all services, supplies and
covered prostheses, equipment and materials
(technical component only).
6. Outpatient X-ray and diagnostic imaging IPA Fund
including noninvasive and invasive radiology,
but not limited to IVP,
24
SERVICE RESPONSIBILITY
------- --------------
CAT Scan, Nuclear Med., Ultrasound/Transrectal
Ultrasound, Mammography, Thallium Treadmills,
Magnetic Resonance Imaging, Nephrostomy,
Stent Placements, Needle Aspirations,
Annriocentesis, etc. Excluding routine chest
and skeletal (Technical component only).
7. Outpatient Radiation Therapy Services IPA Fund
(Technical Component only).
8. Outpatient Rehabilitation Services including IPA Fund
but not limited to OT, PT, ST.
9. Outpatient Services for Therapeutic Abortion, IPA Fund
Tubal Ligations.
10. Facility Component for Dialysis Shared Risk Fund
11. Emergency Medical Transportation and Shared Risk Fund
Transportation of Members from one
institution to another.
D. OTHER PROFESSIONAL SERVICES
1. Home Health Agency care as defined by MDNY Shared Risk Fund
but not less than required by Medicare
(including medical supplies.)
2. Durable Medical Equipment and prosfhetics as IPA Fund
defined by MDNY, but not less than that
required by Medicare. Includes orthotics,
ostomy supplies.
3. Infusion Therapy (administration in the home Shared Risk Fund
including but not limited to IV antibiotics,
IV hydration, TPN, pain management, enteral
nutrition. Includes delivery of drug(s),
administration supplies and appropriate
training.)
4. Social Services and Discharge Planning for Shared Risk Fund
Inpatients.
5.
a. Inpatient Rehabilitation Services including Shared Risk Fund
but not limited to OT, PT, ST excluding the
professional component.
b. Outpatient Rehabilitation Services. IPA Fund
6. Inpatient and Outpatient substance abuse and Carve-Out Fund
alcohol detoxification and rehabilitation
services as indicated in Member's Evidence
of Coverage (Technical Component only).
E. SKILLED NURSING FACILITY CARE
Inpatient skilled nursing care excluding Shared Risk Fund
custodial care.
25
SERVICE RESPONSIBILITY
------- --------------
F. HEALTH CARE PROFESSIONAL SERVICES
1. Physician Hospital, Consult. Office and IPA Fund
Follow-up Visits in any facility, Physician
office, consults, and follow up visits in any
hospital or any facility including but not
limited to immunizations, other injectables,
chemotherapy drugs administered as part of
an office visit or in the home to non
house-bound patients. Medical supplies
including but not limited to elastic
bandages, dressing materials and catheters.
2. Routine chest & skeletal and plain abdominal IPA Fund
films, includes Radiologist backup reading.
3. Professional Surgical Fees. IPA Fund
4. Referred Emergency Room Physician Fees except IPA Fund
where covered under global ER fee.
5. Physician Fees for Urgent Care covered IPA Fund
services.
6. Fees for office based diagnostic and IPA Fund
therapeutic procedures,
7. Physician care at any Hospital by emergency IPA Fund
admission or pie-authorization.
8. Audiologic Evaluations. IPA Fund
9. Outpatient counseling by LCSW, MSW, Carve-Out Fund
Psychologist, Psychiatrist or other mental
health professional.
10. Outpatient Neurology - Diagnostic and IPA Fund
Therapeutic Services including EMG, NCS
and EEG.
11. Nephrology Professional Component for acute IPA Fund
and chronic dialysis.
12. Outpatient Pulmonary Diagnostic and IPA Fund
Therapeutic Services including ABGOs and PFTOs.
13. Radiation Oncologist and Therapist, IPA Fund
Professional Component.
14. Outpatient Cardiology Diagnostic and IPA Fund
Therapeutic Procedures and Services (e.g,
treadmills, EKG, ECHOS, Dopplers, Non-Invasive
vascular studies, Xxxxxx Monitor, etc.)
15. Outpatient Lab including but not limited to IPA Fund
clinical pathology, anatomy pathology and
dermatologic pathology,
16. Outpatient diagnostic and therapeutic services IPA Fund
performed on patients in custodial facilities.
17. Medically necessary optometry, post cataract IPA Fund
refractions and eyeglasses.
26
SERVICE RESPONSIBILITY
------- --------------
18. Authorized referrals to non participating IPA Fund
physicians including but not limited to all
services listed under Section F herein.
19. Routine Podiatry as defined in the Member's Carve-Out Fund
Subscriber Agreement.
PHARMACY SERVICES
1. Outpatient Prescription Drugs limited to the IPA Fund
MDNY Formulary or approved exceptions.
2. Outpatient injectable Prescription Drugs. IPA Fund
H. OTHER SERVICES
1. Routine Optometry Refractions. Carve-Out fund
2. Routine Chiropractic as defined in the Carve-Out Fund
Member's Subscriber Agreement.
* Some of these covered services will be excluded from the IPA fund
for MDClassic(TM) and MDClassic65(TM) members. These services are
the responsibility of the Specialty Networks.
27
DPA PARTICIPATION AGREEMENT
EXHIBIT F
EXCLUSIVITY AGREEMENT
This Agreement is not intended to be exclusive and either party may contract
with any other person or entity for purposes similar to those described in this
Agreement, provided, however, MDNY may contract with one or more other
medical-surgical independent practice associations or physician-hospital
organizations ("PHO") which operate in the Service Area only upon the following
conditions:
1. With regard to medical-surgical independent practice associations or
PHOs which operate in the Service Area, other than those affiliated
with Catholic Healthcare Network of Long Island ("CHNLI"), MDNY
shall: a) demonstrate a deficiency in its service delivery network
such that it is unable to satisfy its statutory obligation to
maintain a network of health care providers adequate to meet the
comprehensive needs of its Members and to provide an appropriate
choice of providers sufficient to provide the services covered under
its Subscribers' Contracts; and b) provide no less than ninety (90)
days' notice to IPA of MDNY's intention to contract with one or more
such other medical-surgical independent practice associations or
PHOs prior to MDNY entering into a contract with one or more such
independent practice associations or PHOs.
2. With regard to any medical-surgical independent practice association
or PHO which operates in the Service Area and is affiliated with
CHNU, MDNY may enter into one or more contracts with one or more
such other medical-surgical independent practice associations or
PHOs for a period of one (I) year from the date of this Agreement.
3. The above conditions are not applicable to any contract MDNY has
entered into with a medical-surgical independent practice
association or PHO prior to the date of this Agreement.
28
IPA PARTICIPATION AGREEMENT
EXHIBIT G
[Attach form of Administrative Services Agreement]
29
