Exhibit 10.30
Certain confidential portions of this Exhibit have been omitted and filed
separately with the Commission pursuant to a request for confidential treatment.
FREE STATE HEALTH PLAN, INC.
IPA SERVICE AGREEMENT
This Agreement is made and entered into on the 1st day of November
1995, by and between Free State Health Plan, Inc., a corporation organized under
the laws of the State of Maryland, (hereinafter referred to as "HMO") and
Doctors Health System, (hereinafter referred to as "IPA"), a legal entity
organized under the laws of the State of Maryland and performing the function of
an individual practice association as described in the Federal Health
Maintenance Organization Act of 1973, as amended, and the regulations
promulgated thereunder.
WHEREAS, HMO is in Maryland a state licensed and federally qualified
health maintenance organization under the Maryland Health Maintenance
Organization Act and the Federal Health Maintenance Organization Act of 1973 as
amended; and
WHEREAS, IPA is an individual practice association which has as one of
its objectives the delivery or arranging for the delivery of basic health
services to those who enroll in the HMO (hereinafter called "Members"); and
WHEREAS, IPA has entered into arrangements or contracts with health
professionals, a majority of whom are licensed to practice medicine, surgery or
osteopathy in the State of Maryland; and
WHEREAS, IPA desires to enter into a written service agreement with HMO
to arrange for the provision of basic health services to the Members of the HMO.
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein stated, it is agreed by and between the parties hereto as
follows:
Article I - GENERAL
A. Purpose. The purpose of the HMO is to offer prepaid health care
benefits through a coordinated system of arrangements with health care
providers that will afford a reasonable choice of primary care
physicians, assure access to medical services and health care resources and
monitor the quality of health care provided to the HMO subscribers and their
families, in groups or as individuals.
B. HMO Service Area. Subject to approval by the U.S. Department
of Health and Human Services ("DHHS") and the Maryland Department of Health
and Mental Hygiene, and subject to the HMO's ability to arrange for the
services, the service area will consist of the entire State of Maryland.
C. IPA Service Area. The service area designated (see Attachment A
for detailed description) is used as an enrollment guideline by the HMO and as
the criteria by which an emergency room visit will be categorized as
in-area or out-of-area. The HMO will screen applications to determine the
ability of the applicant to use the IPA properly and efficiently. The
applicant's place of residence, place of employment, marital status and
access to transportation to the IPA will be considered in the screening process.
D. Relationship of IPA and HMO. Each party to this Agreement
retains its own identity and full autonomy in carrying out its responsibilities
under the Agreement and in the management of its affairs. Neither party shall
act as the agent or employee of the other party except as specified in this
Agreement. Except as specifically provided herein, neither the IPA
nor the HMO is authorized to bind the other with third parties. Neither the
IPA nor the HMO shall be liable to any other party for any act, or failure to
act, of the other party to this Agreement.
E. Malpractice Liability. Neither the IPA nor HMO shall be liable
for the expense of defending any action for alleged professional malpractice
against the other, or for any costs resulting from the loss of such lawsuit.
Both HMO and IPA agree for themselves, their successors and assigns that if
the act of one results in any claim, demand, loss, damage or liability upon or
to the other then, and in that event, the party whose act causes such claim
or liability shall indemnify and hold harmless the other party which is made
or held liable thereby. However, neither the IPA nor the HMO limits its right
to file a cross or counterclaim or implead the other as a third party defendant
in such a suit. It shall be the responsibility of the IPA, each physician
and other health professional who is an independent contractor with the IPA
to maintain, in force, policies of malpractice as described in Article IV,
Section O herein.
Article II - DEFINITIONS
A. "Physician" - means a Primary Care Physician, Specialist
Physician or Consulting Physician as defined in paragraphs B, C and E below.
B. "Primary Care Physician" - means any physician (usually a
general practitioner, internist, pediatrician, or family practice physician)
who is an employee of, shareholder of, or under contract with IPA and who has
entered into an arrangement with IPA to provide certain basic health services to
Members.
C. "Specialist Physician" - means a physician (usually either
Board certified or Board eligible in a medical or surgical sub-specialty) who
is an employee of, shareholder of, or under contract with IPA and who has
entered into an arrangement with IPA to provide certain specialist health
services to Members.
D. "IPA Physician" - means a physician who is either a Primary
Care Physician, or a Specialist Physician who is an employee or shareholder of
IPA.
E. "Consultant Physician" - means a physician who is neither
a shareholder nor employee of IPA, but who has entered into a written
agreement with IPA to accept referrals of Members from Primary Care Physicians
and provide certain specialist services.
F. "Emergency Services" - means those health care services that
are provided in a hospital emergency facility after the sudden onset of a
medical condition that manifests itself by symptoms of sufficient severity,
including severe pain, that the absence of immediate medical attention could
reasonably be expected by a prudent layperson, who possesses an average
knowledge of health and medicine, to result in:
1. Placing the patient's health in serious jeopardy;
2. Serious impairment to bodily functions; or
3. Serious dysfunction of any bodily organ or part.
G. "Member or Enrollee" - means any person enrolled in the
prepaid program of the HMO who has selected the IPA as his/her provider of
Medical Services.
Article III - HMO RESPONSIBILITIES
A. Administration of Agreement. The HMO agrees to perform or have
performed all necessary accounting, marketing, enrollment, information
management, data reporting and other functions appropriate to the administration
of the HMO and this Agreement. However, the internal administrative tasks of the
IPA necessary to support their responsibilities under this Agreement and all
functions relating thereto shall be performed by the IPA. Allowance for
administrative costs are included in the capitation payment set forth in
Attachment B, Compensation to IPA, annexed hereto.
B. Benefit Determinations. The HMO retains authority and
responsibility, after appropriate consultation with IPA, to make all
benefit determinations. All communication to Members regarding benefit
determinations, bills, and other matters relating to the HMO shall be made
by HMO exclusively. All benefit determinations and communications with
Members shall be made by HMO in a timely fashion.
C. Medical Services - Exclusive Domain of IPA. The HMO agrees not
to intervene in any manner in the rendition of medical service by the IPA,
it being agreed that the IPA shall have the sole responsibility in connection
therewith and that nothing contained herein shall interfere with the
professional relationship between an HMO Member and his/her Physician. Under
no circumstances shall a decision by HMO to deny benefits hereunder (pursuant
to Article III. B.) be deemed an interference with the relationship between HMO
Member and Physician.
D. Collection of Premiums and Other Income. The HMO agrees to collect
all premiums and other items of income to which the HMO is entitled except for
any copayments which may be required of Members at the time of service. Such
copayments, if any, will be collected by IPA when medical services requiring
copayments are rendered. Cancellation of enrollment for persons who fail to make
copayments will be solely at discretion of HMO. HMO agrees to give consideration
to recommendations by IPA related to disenrollment.
E. Coordination of Benefits. IPA shall establish and implement a
system for coordination of benefits in accordance with those rules established
under HMO's Group Medical and Hospital Service Agreement. IPA shall
identify and inform HMO of Members for whom coordination of benefits
opportunities exist. HMO hereby authorizes IPA to seek payment, on a
fee-for-service basis or otherwise, from any insurance carrier,
organization, or government agency which is primarily responsible for the
payment or provision of professional Health Care Services provided by IPA
under this Agreement which can be recovered by reason of coordination of
benefits, motor vehicle injury, workmen's compensation, temporary
disability, occupational disease, or similar exclusionary or limiting
provisions, to the extent authorized by Medical and Hospital Service Agreement
and not otherwise prohibited by law. For other services which are Plan Benefits,
HMO shall seek such payments. Both parties agree to exchange coordination of
benefits information on Members in a manner that will allow each party to
maximize coordination of benefits recoveries under this Section.
F. Compensation to IPA. The amount and conditions of all
compensation to be paid to the IPA during the term of the contract are set
forth in Attachment B annexed hereto.
G. HMO Medical Director. For the purposes of determining benefits
to be provided by IPA to HMO Members under this Agreement, HMO shall appoint a
Medical Director who will perform the following functions, in consultation
with IPA's Medical Director:
1. Review and approve existing referral procedures and
documentation of those procedures for Specialty Physician services prior to the
signing of and any changes to this Agreement;
2. Review and approve existing criteria and
procedures comprising a Quality Assurance, peer and utilization review system
for IPA prior to the signing of and any changes to this Agreement;
3. Review and approve, for the purposes of payment,
all elective hospital admissions, outpatient surgery, DME, home health or any
other equipment or services paid by HMO directly (not covered by
capitation). IPA agrees that all elective admissions shall be pre-certified and
authorized by the HMO Medical Director prior to admission, and that the
cost of any elective inpatient hospital admission made without being
pre-certified may be deducted from subsequent capitation payments to IPA or
recovered by any other means necessary. HMO shall give IPA not less than
thirty (30) days prior written notice of its intent to deduct the cost
of such hospital admissions from capitation payments to IPA, during which
period the parties will attempt to resolve any dispute related to such proposed
deduction. The sanctions provided for under this paragraph 3 shall not be
invoked by HMO in cases where the uncertified elective inpatient hospital
admission is found to have been appropriate, unless IPA's failure to
obtain precertification becomes recurring and habitual in which case said
sanctions will be applied;
4. Review qualifications for all providers utilized by
IPA;
5. Serve as Chairman of the Medical Advisory Committee;
6. Monitor ongoing compliance of IPA providers with
procedures and practices approved by Medical Advisory Committee;
7. In consultation with IPA, HMO Medical Director
shall have final authority to select and contract with Physician
Specialists and Consultants for services not covered by capitation but for
which IPA shares risk; and
8. Any approval by HMO's Medical Director required
under paragraphs 1 and 2 of this Section III G shall not be unreasonably
withheld or unreasonably delayed.
H. Public and Governmental Relations. The HMO shall be solely
responsible for the advertising and promotion, public relations and governmental
requirements relating to this Agreement, specifically including assuring
compliance with applicable laws and regulations relating to the organization and
operation of the HMO. Such requirements shall include the satisfaction of all
reporting requirements to State and Federal agencies and organizations insuring
the solvency of the HMO. The IPA shall provide the HMO with all necessary
information on a timely basis to meet such requirements and otherwise fully
cooperate in assuring ongoing compliance with operational and reporting
requirements of regulatory agencies.
I. HMO's Professional Liability And Other Insurance. HMO, at its
sole cost and expense, shall procure and maintain such policies of general
liability and professional liability insurance and other insurance as shall be
necessary to insure HMO and its employees against any claim or claims for
damages arising by reason of personal injuries or death occasioned directly
or indirectly in connection with the performance of any service by HMO, the
use of any property and facilities or equipment provided by HMO, and the
activities performed by HMO in connection with this Agreement. Memoranda of the
above insurance policies as well as all reinsurance and insolvency policies,
if any, shall be provided to IPA upon IPA's request.
HMO shall notify IPA of any malpractice claims against HMO initiated by
Members who have selected IPA as their primary provider of care.
J. Notifications. The parties agree that each will promptly
notify the other in the event of any of the following, and that upon any such
event, either party may, but shall not be required to, terminate this
Agreement upon thirty (30) days' prior written notice to the other:
1. failure to maintain insurance required under this
Agreement;
2. withdrawal or suspension of, or failure to renew,
or notice of intent to withdraw, suspend, or fail to renew a certificate of
authority to operate as a health maintenance organization from the Insurance
Commissioner of the State of Maryland, or any other appropriate State authority;
3. dissolution, termination of existence, insolvency
or business failure of either party, commission of an act of bankruptcy by, or
appointment of a receiver or other legal representative for any part of the
property of either party; or
4. assignment for the benefit of creditors or
commencement of any proceeding under any bankruptcy or insolvency law by either
party; entry of an order for relief against either party, or commencement of
any proceedings under any bankruptcy or insolvency law against either party.
K. Benefit Statements. HMO will provide IPA with a concise summary
benefit description for each type of group and individual Member agreement under
which IPA will be requested to render services under this Agreement. The summary
statements will identify Covered Services, any and all copayments, deductibles
or other charges and payments, and all exclusions, limitations or conditions
applicable to Covered Services. Summary statements will be replaced or updated
if modifications or amendments are made in the agreements to which they relate.
HMO will supply IPA with copies of the group and individual Member agreements
and any and all amendments, modifications and revisions thereto to which the
summary statements relate.
L. Utilization Reports. HMO agrees to provide IPA with information
relevant to IPA generated by HMO's management information systems upon request
by IPA. IPA shall provide a list of requested reports to HMO periodically and
HMO shall use best efforts to provide such reports without cost to IPA;
provided, however, if incremental costs are incurred in HMO for the generation
of any such report, HMO and IPA shall mutually agree on reasonable reimbursement
therefor.
M. Facilities List. HMO agrees to provide IPA with a list of approved
health care providers, hospitals, skilled nursing facilities, home health
agencies, hospices and other health care facilities, which list shall be amended
from time to time as necessary or appropriate. Said list is attached hereto as
Attachment L.
Article IV - IPA RESPONSIBILITIES
A. Health Care Services. IPA agrees to provide or arrange for the
provision of health care services as described in Attachment C of this Agreement
to each HMO Member who selects IPA as his/her provider of medical services. IPA
further agrees to provide additional medical services which may be required
during the course of this Agreement by State or Federal law governing the HMO,
provided that the monthly capitation paid by HMO to IPA for medical services
shall be adjusted by amounts mutually acceptable to the parties to cover such
additional services. IPA agrees to accept from the HMO the mutually agreed upon
monthly capitation payment set forth in Attachment B as payment in full for the
services described in Attachment C. IPA will participate to the maximum extent
possible in the home care and other alternative care programs of the HMO.
B. Peer Review and Quality Assurance Plans. In addition to the
Health Care Services to be rendered by IPA as described above, the duties
of IPA hereunder shall include planning and conducting systematic peer review
relating to utilization and quality of care rendered by IPA Physicians and
allied health professionals engaged by IPA including establishment of
an appropriate enforcement mechanism for all final peer review
decisions of IPA and consultation with HMO regarding the maintenance,
review, storage, and retrieval of records relating thereto. HMO (through HMO's
Medical Director) and IPA shall jointly develop a format for an ongoing peer
review and quality assurance plan that is consistent with the Federal HMO
Law requirements. The procedures instituted by IPA shall be approved by
the HMO's Medical Director. The effectiveness of the peer review and quality
assurance plans shall be monitored by the HMO's Medical Director, who may
request modifications to such plans when reasonably required. The peer review
and quality assurance plans shall be designed in such a way that they:
1. Stress health outcomes to the extent
consistent with accepted standards of professional practices prevailing in
the service area;
2. Provide review by IPA Physicians of the process
followed in the provision of Health Care Services;
3. Utilize systematic data collection of
performance and patient results, provide interpretation of such data to the
practitioners, and institute needed changes;
4. Include written procedures for taking appropriate remedial
action whenever it is determined that inappropriate or substandard services have
been provided or that services which should have been furnished have not been
provided;
5. Provide for a system of prior authorization by the
IPA Medical Director for referrals to health professionals outside the IPA; and
6. The IPA agrees to adopt the Quality Assurance plan as
annexed hereto in Attachment ▇.
▇. Selection of Primary Care Physician. IPA agrees that
each Member seeking care shall be required to select a Primary Care
Physician as his/her personal Primary Care Physician for coordinating
his/her overall health care needs.
D. On-Call Services. IPA agrees to provide on-call physician
services 24 hours daily.
E. Reporting Requirements. The IPA agrees to deliver to the HMO
such information in the formats prescribed at such intervals as
specified in Attachment D, annexed hereto. Data may be submitted in hard
copy form, on computer printout or on magnetic tapes as mutually agreeable.
The HMO agrees to provide in a timely manner the IPA with any information
or clarification necessary for the IPA to perform its obligations under this
Paragraph E.
F. Physician Agreements. With the exception of its employees,
IPA shall enter into written service arrangements with all health
professionals providing care under or by
reason of this IPA Service Agreement. Such agreements, at a minimum, shall
provide for the following which IPA shall also require of its employees:
1. The health professionals shall provide services
in accordance with a compensation arrangement established by the entity;
2. To the extent feasible, the health professionals
will share records, equipment, and professional, technical and administrative
staff;
3. To the extent feasible, the health professionals
will participate in continuing education programs arranged by the IPA; and
4. The health professionals will look solely to the IPA for
compensation for services provided to Members, except for applicable copayments
to be collected by the health professionals or IPA as the case may be. This
provision shall survive the termination of this Agreement regardless of the
cause of such termination.
5. The health professionals will participate in and be bound
by HMO's Quality Assurance Peer Review, Credentialing, Grievance, Risk
Management, and Utilization Review programs.
6. The health professionals will continue to provide medically
necessary services for a period of thirty (30) days notwithstanding the
inability of the HMO to pay amounts due to the IPA.
G. Consultant or Specialty Referral Physician Agreements. The IPA
agrees to identify and contract with those Physicians who are not shareholders
or employees of the IPA and are needed for HMO patient consultations or referral
for specialty services, by entering into written agreements with such
Physicians, (a list of which is attached hereto as Attachment I),which conform
to the requirements of Article IV, Section F. The HMO reserves the right, at its
sole discretion, to forbid the use by IPA of a particular consultant or
specialty physician from treating HMO members. The IPA will pay Consultant and
Specialty Referral Physicians for services rendered and obtain appropriate
patient encounter data from such Consultant or Specialty Referral Physician for
IPA records and for reporting to the HMO. HMO shall provide IPA with a current
list of consultants or specialty physicians selected by HMO to provide
non-capitated services, which list shall be updated from time to time as
appropriate or necessary.
H. Compensation from HMO Solely. IPA shall look solely to HMO for
compensation for Covered Services provided hereunder and shall at no time seek
compensation from Members for such services, except for the copayments permitted
under the Medical Health Benefits Certificate and Hospital Service Agreement
with HMO. IPA can seek compensation from Members for non-covered services. This
provision shall survive the termination of this Agreement regardless of the
cause of such termination. IPA agrees that all benefit determinations shall be
made by HMO and in a timely manner.
I. Communications with Members. IPA agrees that all communications
relating to benefit determinations, access, complaints and grievances and
records related to such complaints shall be referred to the HMO in accordance
with the Grievance Procedure set forth in Attachment E to this Agreement and
referred to in Article IV, Section T for response by the HMO. Any such response
by HMO shall be made in a timely manner and only after consultation with IPA. No
materials, pamphlets or explanatory letters, regarding the HMO are to be
distributed to Members unless approved in advance by HMO, such approval not to
be unreasonably withheld.
J. Thirty (30) Day Provision of Services. IPA will continue to
provide medically necessary services for a period of thirty (30) days
notwithstanding the inability of the HMO to pay the capitation amount due.
K. Continuing Education. IPA agrees to encourage, and contribute
to, the continuing education of the IPA Physicians including participation to
the maximum extent possible in HMO continuing education programs.
L. IPA Medical Director. IPA shall provide a physician who shall
serve as Medical Director at each of IPA's Health Center(s). The duties of
the IPA Medical Director shall include but not be limited to (a) assumption
of the day-to-day administrative responsibilities with regard to IPA
Health Care Services obligations hereunder; (b) responsibility for maintenance
of continuing education programs; (c) responsibility for the supervision and
maintenance of medical and other records of services rendered by IPA
Physicians and allied health professionals who are non-physician support
personnel; (d) monitoring the quality assurance/peer review and utilization
review procedures conducted in accordance with Section B of this Article
IV; (e) request for clinical authorization and approval of hospital
admissions and outpatient surgical procedures according to criteria
developed by the HMO's Medical Director; and (f) when requested, assisting
HMO's Medical Director in determining final rulings regarding the medical
necessity of outpatient emergency room treatment which was not authorized by an
IPA Physician. The Certification Appeals Process as outlined in the HMO
Provider Services Manual is available for disputed cases.
M. Administrative and Support Staff. IPA shall provide adequate
administrative and support personnel for IPA Physicians, monitoring of
coordination of benefits, and patient satisfaction. IPA will, at its sole
expense, engage nurses, technicians, other non-physician support personnel, and
clerical and administrative personnel reasonably required by IPA to perform its
obligations under this Agreement. Selected IPA support personnel shall undergo
indoctrination programs developed by HMO to facilitate administration of this
Agreement.
N. Health Center Administrator. IPA shall provide a Health Center
Administrator. The Health Center Administrator shall have the primary
responsibility and authority for the administrative functions of IPA's
performance under this Agreement, including the coordination of health service
delivery, appointment scheduling, and providing the HMO with coordination of
benefits data on Members as required by Article III, Section E, above, as well
as other data that the HMO may require. The Health Center Administrator shall
have the responsibility for responding to HMO in a timely fashion to Member
grievances/complaints regarding Health Care Services as such items are referred
to him/her under HMO's procedures. If the Health Center Administrator is a
health practitioner, he/she shall not have additional clinical duties after
Health Center enrollment reaches 5,000.
O. Malpractice Insurance and Liability. IPA shall provide and
maintain such policies of malpractice insurance as shall be necessary to
insure IPA and those health professionals who are its employees against any
claim or claims for damages arising by reason of personal injuries or death
occasioned directly or indirectly in connection with the performance of any
service by IPA. The amounts and extent of such insurance coverage shall be at
minimum at least one million dollars ($1,000,000) per occurrence and three
million dollars ($3,000,000) aggregate. Any reduction in such coverage shall
require the approval of the HMO, such approval not to be unreasonably
withheld. IPA further agrees that each Physician and other health professional
contracting with IPA shall provide HMO copies of such policies of malpractice
insurance as shall be necessary to insure such Physicians and other health
professionals and their employees against any claim or claims for damages
arising by reason of personal injury or death occasioned directly or
indirectly in connection with the
performance of any service by Physician or other health professional. IPA
shall notify HMO of any malpractice claims pending against the IPA initiated by
HMO Members. The HMO may at its sole discretion confirm with the IPA's
malpractice carrier any of the aforementioned HMO malpractice claims.
P. Roster of Providers and Credentialing. IPA agrees to
maintain on record with the HMO a current schedule of the Physicians and other
providers and to provide HMO a curriculum vitae, specifying at least the
physician's name, specialty and board status, Maryland license number,
location where services will be provided, hospital affiliation, relationship
to IPA, and malpractice history, and otherwise comply with HMO's
credentialing requirements. The schedule is annexed hereto as Attachment F.
The IPA will use reasonable efforts to notify the HMO thirty (30) days prior to
any additions, deletions or other changes to the information provided
pursuant to this paragraph. With the exception of malpractice history,
IPA agrees that HMO may publicize the information contained in this roster
to all Members and prospective Members.
The HMO at its direction may delegate to the IPA the
credentialing function for the IPA's physicians. The IPA is then responsible to
notify the HMO promptly of any differences or changes from the initial
information provided. The HMO has the right to perform (and IPA will allow)
audits of the credentialing process of the IPA.
Except as permitted herein, HMO shall not include any
description of IPA or of its facilities, services or health professionals or any
reference to IPA, direct or indirect, in any HMO marketing materials or
communications to Members or prospective Members without the prior written
approval of IPA which approval shall not be unreasonably withheld or delayed.
Q. Physician Requirements and Responsibilities. It is mutually
agreed that IPA and its Physicians will adhere to the following requirements:
1. All Physicians shall be duly licensed to practice
medicine or osteopathy in the State of Maryland. Evidence of such licensing
shall be submitted to HMO upon request. In addition, Physicians, where
appropriate, must meet all qualifications and standards for membership on the
medical staff of at least one of the hospitals which has contracted with HMO
and shall be required to maintain staff membership and full admission
privileges in accordance with the rules and regulations of such hospital and
be acceptable to such hospital and successfully qualify under HMO's physician
credentialing process. Any IPA Primary, Specialty or Consultant Physician,
employed or contracted, who have their privileges revoked, suspended, abridged
or restricted in any way, for any reason, are forbidden from treating any HMO
Members upon notification from the HMO. HMO shall enter into arrangements to
obtain hospital services for Members with certain hospitals to be mutually
agreed upon by IPA and HMO. A list of such hospitals shall be published in
membership materials;
2. Physicians will have, where appropriate, a current
narcotics number issued by the appropriate authority;
3. Except in cases of emergency or medical necessity, IPA
agrees to use only those health care providers, inpatient, skilled nursing,
hospitals and other facilities which have contracted with HMO. The HMO will not
pay for non-capitated services when referred by IPA to providers or facilities
with which the HMO does not have a valid contract and which do not appear on
HMO's list of contracted providers and facilities as amended from time to time
unless specifically approved in writing by HMO. Said list is attached hereto as
Attachment L. Within these limitations, IPA will attempt to accommodate the
requests of Members as to their choice of health professional or facility;
4. HMO and IPA together, shall from time to time jointly
review methods and details of staffing and scheduling to ensure appropriate
access at all times.
5. An IPA Physician will be forbidden from treating HMO
Members should health care services provided by that Physician be determined to
be sub-standard by the credentialing process, the HMO Quality Improvement
Committee or the HMO Peer Review Committee. Physician may appeal the
determination through the Grievance Procedure, an individual copy of which will
be furnished upon request.
R. Specification of Facilities and Hours of Operation. IPA agrees to
maintain such facilities for such hours of operation as specified in Attachment
G annexed hereto. With the exception of any increase in its hours of operation
(which shall nonetheless be communicated to HMO), any additions, deletions or
other changes in facilities or their hours of operation by the IPA must be
communicated to HMO in writing ninety (90) days prior to becoming effective. HMO
Members will not be authorized to receive care at such facilities prior to
approval by HMO. IPA shall treat HMO Members on an equal basis with its other
patients which shall be consistent with community HMO standards for waiting
times and service access. This includes the IPA providing at its costs all
handicap access as required by federal and state regulations such as
interpretation services for the hearing disabled.
S. Administrative, Accounting, and Medical Records -
Confidentiality. Physicians and other health professionals shall maintain
adequate medical records for Members treated by IPA Physicians and other
health professionals. Subject to all applicable privacy and confidentiality
requirements, such medical records shall be made available to each Physician and
other health professionals treating the Member, and upon request to any proper
committee of the IPA or HMO, for review to determine whether their content and
quality are acceptable, as well as for peer review or grievance review.
IPA and HMO agree that medical records of Members shall be treated as
confidential so as to comply with all Federal and State laws and regulations
regarding the confidentiality of patient records. HMO, however, shall have the
right, upon written request, to inspect, at all reasonable times, any
accounting, administrative and medical records maintained by IPA pertaining
to HMO, to Members and to IPA's participation hereunder subject to all
confidentiality requirements. IPA and HMO agree that a request pursuant to
this Article IV, Section R shall be in writing and shall identify the records
or information to be reviewed. HMO shall, upon the request of IPA, provide IPA
with access to HMO accounting, administrative and medical records pertaining
solely to IPA's participation in HMO and pertaining to the general performance
of HMO. Under no circumstances shall IPA have access to information or
records of any type which pertain to the participation or performance of
providers other than IPA. IPA further agrees that, in the event an examination
concerning the quality of health care services is conducted by the appropriate
State officials, as required by State law, IPA and Physicians shall submit in
a timely fashion, any required books and records and facilitate in every way
such examination.
T. Complaint and Grievance Procedure. IPA shall cooperate with HMO
in HMO's complaint and grievance procedure and shall abide by such
grievance procedure, a copy of which is annexed hereto as Attachment E. It is
understood that claims which relate to IPA and are subject to resolution by
the HMO under the grievance procedure may, in accordance with the terms of this
Agreement, be charged to IPA after full investigation under the complaint
and grievance procedure. HMO has the right to recover payment of these
claims through reduction of capitation payments. The IPA shall submit to the
HMO complaint and grievance information to meet the requirements of DHHS and
other appropriate regulatory agencies. Medical information shall be
provided to the HMO as appropriate and without violation of pertinent State
and Federal laws regarding the confidentiality of medical records. HMO's
grievance procedure is also available to IPA for purposes of requesting
disenrollment of a non-
compliant Member (including but not limited to one who consistently fails
to make copayments) or challenging a benefit determination. HMO agrees
to give consideration to recommendations by IPA related to disenrollment
or benefit determinations.
U. Physician-Patient Relationship Maintained. Physicians
shall maintain the relationship of physician and patient with Members,
without intervention in any manner by HMO or its agents or employees, and
Physicians shall be solely responsible for all medical advice to and treatment
of Members and for the performance of all medical services set forth in
Attachment C, in accordance with accepted professional standards and
practices.
V. Physician/Member Ratios. IPA shall, at all times,
maintain a sufficient number of IPA Physicians who are primary care
physicians so as to ensure there shall be at least one full-time
equivalent primary care IPA Physician for each 1,800 Members, adjusted
for demographics of enrolled membership at the health center. IPA agrees
to comply with HMO policies and protocols for the use of mid-level
practitioners and the availability of physicians during health center hours
of operation and after hours coverage. Any changes in these policies and
protocols shall be communicated by the HMO to the IPA at least thirty (30) days
prior to their implementation.
W. General Compliance Requirements. In addition to the
services to be rendered by the IPA as described above, the duties of the IPA
hereunder shall include (1) planning and conducting systematic peer review
relating to utilization and quality of care rendered by its Physicians,
including establishment of an appropriate enforcement mechanism for all final
peer review and quality assurance decisions of IPA in a manner approved by
HMO (such approval not to be unreasonably withheld or delayed) and in
accordance with applicable state and federal law; (2) consultation with
HMO with regard to the subjects of recordkeeping, review storage and
retrieval; implementation of a discharge planning system for Members
admitted to hospitals under contract with HMO; (3) consultation with HMO
regarding better contact and more complete working relationships among the
various entities involved in HMO's program and the community; (4)
consultation with HMO and advice with regard to the special characteristics
and problems of the IPA and HMO as a prepaid health care plan; and (5)
cooperation with the HMO in collection of Coordination of Benefits, Subrogation
and Workmen's Compensation recoveries.
X. Compliance With HMO Policies and Procedures and
Consequences of Non-Compliance. IPA recognizes HMO's right to establish
administrative policies and procedures and agrees to be bound by them as
well as comply with all applicable state and federal laws and regulations
pertaining to the practice of medicine and Health Maintenance Organizations.
HMO will consult with IPA concerning any significant proposed changes in
HMO's administrative policies and procedures prior to implementation of such
policies and procedures.
HMO agrees to compensate IPA in the event any policy
implemented hereunder results in IPA incurring significant additional
administrative expenses. Significant additional administrative expenses shall be
defined as expenses which exceed $1,000 per contract year. Such additional
expenses shall be proven to HMO's satisfaction and shall be reimbursable in a
manner mutually agreeable to the parties. In the event IPA fails to comply with
HMO Administrative Policies and Procedures and continues to do so after
receiving fifteen (15) days notice in writing from the HMO of such
non-compliance, HMO shall have the right to withhold up to ten percent (10%) of
the capitation owed to IPA each month until such non-compliance has been
resolved or action to resolve such non-compliance has been initiated. HMO's
right or resort to this remedy shall not act as a limitation on any other right
of HMO, all such rights and remedies being cumulative.
Y. Effects of Complaints/Malpractice. IPA agrees to remove a
physician from the roster of physicians servicing HMO Members in the event said
physician is the object of recurring Member complaints adjudicated in favor of
complainant according to HMO's grievance procedures and/or malpractice claims
adjudicated in favor of the complainant by the Maryland Health Claims
Arbitration Office or by a court of competent jurisdiction.
Z. Compliance with HMO Quality Improvement Program and
Consequences of Non-Compliance. IPA recognizes HMO's right to establish
quality assurance and service standards and agrees to be bound by them. These
standards are set out in Attachment J and will be amended by HMO from time to
time. In the event IPA or an individual physician (primary care or
specialist) fails to comply with HMO Quality Improvement Program and
continues to do so after receiving thirty (30) days notice in writing from HMO
of such non-compliance, then HMO shall have the right to withhold up to ten
percent (10%) of the capitation owed to IPA each month and/or restrict a
physician from use by the IPA in treating HMO Members until such
non-compliance has been resolved or action to resolve such
non-compliance has been initiated. HMO's right or resort to this remedy shall
not act as a limitation on any right of HMO, all such rights and remedies being
cumulative.
AA. Non-Payment of Authorized Services. When IPA authorizes a service
for which it is financially responsible and the provider of said services
invokes its statutory right to recover directly from HMO of said services, and
IPA fails to make payment therefor within a reasonable time, HMO may pay for
said services and deduct the amount paid from future payments to IPA under the
following circumstances:
1. After HMO has ascertained that the service was
authorized;
2. The person or entity rendering said service is
attempting to collect payment directly from the IPA and has provided IPA with
proof of past due status of the debt; and
3. The service was provided at least sixty (60)
days prior to any such attempt at collection.
HMO shall apprise IPA in writing at least fifteen (15) days
prior to exercising this right.
BB. Compliance with Annotated Code of Maryland, Health General Article,
Section 19-713.2. IPA agrees to establish an Escrow Fund, obtain a Letter of
Credit, or otherwise insure funds availability sufficient to satisfy IPA's
obligations to external providers as defined in the Annotated Code of Maryland,
Health General Sec. 19-713.2 effective July 1, 1991. IPA also agrees to provide
HMO with a paid claims analysis which defines those external obligations, and
will provide, on a monthly basis, throughout the term of this Agreement, a paid
claims report which will enable HMO to monitor IPA's compliance with the
Annotated Code of Maryland, Health General Sec. 19-713.2. IPA further agrees to
comply with all terms and conditions of the Annotated Code of Maryland, Health
General Sec. 19-713.2, and any regulations promulgated pursuant thereto.
CC. HMO-USA. The HMO is affiliated with a collaboration of Blue Cross
Blue Shield HMO Plans, herein referred to as HMO-USA. These Plans have
established arrangements to provide certain medical services for Members
traveling into another Plan's service area. The IPA agrees to participate in the
HMO-USA network and provide the same level and type of care for HMO-USA members
as that required by this Agreement for the HMO's Members. This includes
arranging for all specialty care when necessary. The HMO will reimburse the IPA
or their contractual specialty or consultant physicians using the HMO's
fee schedule. Under this program, the IPA shall not seek compensation from
HMO-USA members for such services, including copays.
Article V - JOINT OBLIGATIONS OF IPA AND HMO
A. Cooperation and Liaison. IPA and HMO shall maintain
effective liaison and close cooperation with each other to provide maximum
benefits to each Member at the most reasonable cost consistent with quality
standards of medical practice. IPA and HMO shall cooperate to control
enrollment in HMO in order to avoid exceeding the reasonable capacity of
personnel and facilities.
Article VI - FINANCIAL ARRANGEMENTS AND RISK SHARING
A. Maintenance of Records. The HMO and IPA will maintain
records of account for all financial transactions pertaining to the
HMO. Billing, collection, receipt and reconciliation of all revenues
and appropriate disbursement of required monies will be recorded and
maintained in accordance with accepted accounting practices. The IPA will
also provide the HMO with Audited Financial Statements including all
notes, schedules, and auditor opinions on an annual basis within fifteen
(15) days of receipt from the audit firm or 180 days from the end of the fiscal
period, which ever occurs sooner. If the IPA fails to submit the Audited
Financial Statements by the scheduled due date, the HMO shall have the right
to apply the sanctions described in Article IV, Section X, unless IPA requests
an extension of such due date which shall not be unreasonably withheld or
delayed.
B. Risk Sharing. As an incentive to control the cost to
HMO of providing non-capitated (underwritten) services under this
Agreement, the IPA and HMO shall share risk for the cost of these services in
the manner set out in Attachment B.
C. State of Maryland Performance Standards Penalties. The
State of Maryland employer group contract contains specific performance
standards that carry financial penalties for noncompliance. It is agreed that
should the HMO be assessed penalties by the State of Maryland due to the IPA's
failure to meet any or all of the aforementioned standards then IPA will be
charged an amount equal to those penalties associated with their HMO
Members via a reduction in capitation payments. See Attachment K for a
listing of these performance and noncompliance penalties.
Article VII - TERM OF AGREEMENT, TERMINATION AND RENEWAL
A. Term. The [initial] term of this Agreement shall be November
1, 1995 through December 31, 1996. Both parties commit to initiate negotiating
in good faith to produce a new Agreement not less than ninety (90) days
prior to termination of this current Agreement. If, at the termination of this
Agreement, a new Agreement has not been signed, both parties agree to abide by
the terms of this Agreement until the new Agreement is consummated or for a
period not to exceed three (3) months after termination, whichever is less. The
parties agree that if it is the intention of either not to renew this
Agreement or to seek renewal on terms significantly different from those
specified herein, then said party shall give the other party a minimum of
ninety (90) days prior written notice of same before the end of this Term.
B. Termination. This Agreement may be terminated by either HMO
or IPA at any time, if written notice is given at least ninety (90) days in
advance of such termination. [, except during an initial term when termination
may only be for cause, which is defined as the breach of a term, condition or
provision of this Agreement.] Upon such termination, the rights of each party
hereunder shall terminate, provided however, that such action shall not
release either HMO or IPA of obligations imposed with respect to: (i) third
party payors; (ii)
incentive payments accrued to IPA or penalty payments due HMO (see Risk Sharing
Article VI. B.) in connection with existing contracts under the HMO program;
(iii) the obligation of IPA to persons then receiving treatment; or (iv) the
obligation of IPA to look solely to HMO for payment and not to attempt to
collect payment from any Members. The parties agree that in the event of
voluntary termination, as provided herein, the obligations of HMO and IPA shall
continue in full force and effect at the capitation rate in force at the time of
termination for the period remaining on group and individual Member contracts
existing on the date notice of termination is given to IPA or received by HMO.
HMO and IPA agree that such extension of IPA obligations hereunder shall not
include obligations arising out of the renewal of existing Member contracts
which become effective after the date notice of termination under this Agreement
is given or the execution of new Member contracts which become effective after
the date written notice of termination is sent to IPA or received by HMO.
This Agreement may be terminated upon the filing by HMO or IPA
of a voluntary petition in bankruptcy or a voluntary petition or an answer
seeking reorganization, arrangement, readjustment of its debts or for any other
relief under any bankruptcy or insolvency act or law of any jurisdiction, now or
hereafter existing, or any action by either party indicating its consent to,
approval of, or acquiescence in, any such petition or proceeding; the
application by either party for, or the appointment by consent to acquiescence
of, a receiver or trustee of either party for all or a substantial part of its
property; the making by either party of an assignment for the benefit of
creditors; the inability of either party or the admission by either in writing
of its inability to pay its debts as they mature; the voluntary suspension of
business by either party.
This Agreement may be terminated upon the filing of an
involuntary petition against either party in bankruptcy or seeking
reorganization, arrangement, readjustment of its debts or for any other relief
under any bankruptcy or insolvency act or law of any jurisdiction, now or
hereafter existing; or the involuntary appointment of a receiver or trustee of
either party for all or a substantial part of its property, or the issuance of a
warrant of attachment, execution or similar process against any substantial part
of the property of either party and the continuance of the same undismissed,
undischarged, or unbonded for a period of sixty days; then, and in any such
event, the other party may declare, by written notice, that this Agreement is
automatically terminated.
Article VIII - MISCELLANEOUS
A. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, their respective heirs, successors
and assigns, and it may not be assigned, subcontracted, or otherwise delegated
in a manner inconsistent with this Agreement by either party without the
prior written consent of the other party except as otherwise provided herein.
B. Headings. The headings of the various sections of the
Agreement are inserted merely for the purpose of convenience and do not,
expressly or by implication, limit or define or extend the specific terms of
the section so designated.
C. Maryland Law To Govern. The validity, enforceability and
interpretation of any of the clauses of this Agreement shall be determined and
governed by the laws of the State of Maryland.
D. Independent Contractor Status. None of the provisions of
this Agreement is intended to create nor shall be designed or construed to
create any relationship between IPA and HMO other than that of
independent entities contracting with each hereunder solely for effecting
the provisions of the Agreement. Neither of the parties hereto nor any
of their
respective representatives shall be construed to be the agent, the
employer, or representative of the other.
E. Costs. In the event of a dispute between HMO and IPA
regarding the interpretation of the contractual provisions contained in
this by one party against the other then and in that event the party against
whom judgment is rendered agrees to pay the reasonable legal expenses and
reasonable court costs of the other.
F. Agreement Complete. This Agreement contains all the
terms and conditions agreed on by the parties hereto, and supersedes all
other agreements, oral or otherwise, regarding the subject matter or parties
hereto.
G. Amendments. This Agreement may be amended at any time by
mutual agreement of the parties, provided that before any amendment shall be
operative and valid, it shall be reduced in writing and signed by the HMO and
IPA. Said amendments may be added in the form of additional attachments,
signed by both parties, when other specific provisions are added or modified.
H. Notice. Any notice required to be given pursuant to the
terms and provisions hereof shall be in writing and shall be sent by certified
mail, return receipt requested, prepaid, to HMO at:
Free State Health Plan, Inc.
c/o CFS Health Group, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Tower II, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and to IPA at: Doctors Health System
▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
I. Confidentiality of Agreement. The parties acknowledge that the
terms and conditions of this agreement are of a most sensitive nature
and, if disclosed, could be very damaging with respect to their competitive
position. Therefore, the parties agree that neither shall disclose the
terms of this Agreement (including attachments) without the prior written
consent of the other. Any such disclosure shall be deemed a material breach of
this Agreement and shall be cause for immediate termination of this Agreement
at the option of the non-breaching party.
J. Recoupment for Incorrect Payments. If, at any time during
the term of this Agreement, HMO determines that it has made an incorrect
overpayment to IPA or on IPA's behalf, HMO shall have the right, after giving
the IPA thirty (30) days prior written notice, to recover from IPA the full
amount incorrectly overpaid. Such recovery may be in the form of set off,
withholding of future payments, or demand for repayment. HMO's right or resort
to these remedies shall not act as a limitation on any other right of HMO to
recover overpayments from IPA by any other means, all such means being
cumulative.
If during the term of this Agreement IPA determines and
demonstrates to HMO's satisfaction that it has received an underpayment pursuant
to the terms of this Agreement, then HMO shall remit to IPA said underpayment
within thirty (30) days of said demonstration.
K. Effect on Affiliates. The terms of this Agreement shall
apply, at HMO's sole election, to any health maintenance organization or
other entity related to or affiliated with
HMO, including but not limited to Blue Cross and Blue Shield of Maryland,
Inc., its subsidiaries, affiliates, and related entities.
L. HMO as Licensed Controlled Affiliate. IPA hereby
expressly acknowledges its understanding that this Agreement constitutes a
contract between IPA and HMO that HMO is an independent corporation operating
under a license from the Blue Cross and Blue Shield Association, an
association of independent Blue Cross and Blue Shield Plans (the
"Association"), permitting HMO to use the Blue Cross and Blue Shield Service
▇▇▇▇ in a portion of the State of Maryland, and that the HMO is not contracting
as the agent of the Association. IPA further acknowledges and agrees that it
has not entered into this Agreement based upon representations by any person
other than HMO and that no person, entity, or organization other than HMO
shall be held accountable or liable to IPA for any of HMO's obligations to IPA
created under this
Agreement. This paragraph shall not create any additional obligations whatsoever
on the part of HMO other than those obligations created under other provisions
of this Agreement.
IN WITNESS WHEREOF, the parties, by their duly authorized
representatives, have executed this Agreement the day and year set forth below
their signature to be effective as stated in Article VII hereof.
ATTEST: FREE STATE HEALTH PLAN, INC.
By:
(Signature)
(Print Name)
Title:
Date:
ATTEST: DOCTORS HEALTH SYSTEM
By:
(Signature)
(Print Name)
Title:
Date:
ATTACHMENT A
IPA SERVICE AREA
For purposes of this Agreement, the service area for use by the HMO as
guidelines in enrolling Members and to define in-area and out-of-area emergency
room visits shall be as follows:
ATTACHMENT B
CAPITATION/FINANCIAL ARRANGEMENTS
1. Capitation will be paid on or near the 15th day of each month according to
the schedule in this Attachment for Members who are enrolled in the HMO for
such month, and who have affirmatively selected the entity identified as IPA
in this contract as their selected Primary Provider. A summary listing
showing enrolled Members by the categories relevant to level of reimbursement
will be provided with the payment check. Also on the listing will be a
calculation of any retroactive adjustments either adding or deleting Members
enrolled in the IPA. IPA shall be liable for the cost of any care required to
be provided to any Member who selects IPA as his/her Primary Provider. This
liability includes the cost of any specialty care given after a Member's
effective date with IPA in accordance with a referral made by a Member's
previous Primary Provider. Liability for the cost of care shall continue
until receipt of notice from HMO of the Member's ineligibility for coverage.
2. The period covered by this Attachment B will be from November 1, 1995 through
December 31, 1996. During this period, in consideration of said capitation
amounts, the IPA shall provide or arrange for all those health care services
set forth in Attachment C, and shall assume the responsibility for the cost
of said services (as defined in the HMO Member contracts attached to this
Agreement). Regardless of the number of IPA Physicians rendering services, if
any, to a Member during any month, only one capitation payment will be made
to IPA each month for each Member. The capitation payment shall be made
regardless of the type or amount of service rendered to the Member during a
given month.
3. CAPITATION SCHEDULE (Per Member Per Month)
------------------------------------------
Contract Type/Description
-------------------------
Most Prevalent Coverages Copay Capitation PMPM
------------------------ ----- ---------------
Advantage I, II, III $0 [Confidential Treatment Requested]
and Blue Plus
Direct Pay 20% [Confidential Treatment Requested]
Medicare Supplemental $0 [Confidential Treatment Requested]
* The zero copay capitation rates PMPM for all coverages are reduced
[Confidential Treatment Requested] for each dollar of office copay,
respectively.
Capitation amounts (present and future) shall be adjusted (increased or
decreased) to reflect future copayment and benefit changes depending on
whether such changes result in increased or decreased liability or revenues
to IPA. See item 5 for discussion of "Opt-Out" products.
4. Underwritten and Institutional Services (UIS) Pool
--------------------------------------------------
The following services are considered included in the Underwritten and
Institutional Services Pool:
a. Inpatient Hospital
b. Other Underwritten Services
Out of Area Emergency, including Facility, Physician and Related
Services
Skilled Nursing Facility
Hospice
Ambulance
Shock Trauma (Institutional only)
Extracorporeal Lithotripsy
Outpatient Surgery Facility Fees at Licensed Facilities
Abortions
Funding of the UIS Pool beginning November 1, 1995 through December 31, 1996
will be [Confidential Treatment Requested] per member per month to cover the
benefits discussed above. It is agreed that due to the nature of the product
Members enrolled in self-funded Opt-Out products will be excluded from any
UIS Pool Settlement.
At the end of the contract term, after allowing a 120-day grace period for
late submission of charges, a settlement relating to cost sharing will be
calculated. The total dollars paid into the UIS Pool during the applicable
period (including recoveries from Subrogation and COB related to UIS
services) will be added and then all monies expended during the period for
services covered under the Pool will be deducted leaving a net amount
[Confidential Treatment Requested]. If there is a surplus (positive balance)
in the Pool, then that amount will be allocated [Confidential Treatment
Requested] between HMO and IPA. If a deficit (negative balance) exists, then
IPA will be given notice of the projected amount due from it. IPA will be
liable for [Confidential Treatment Requested] of the deficit up to a maximum
amount equal to [Confidential Treatment Requested] of the capitation
received. Payment of amounts resulting from the cost sharing of the UIS Pool
will be made within 30 days from delivery of settlement from HMO to IPA. It
is understood that for products that are self-funding for the services
detailed, above, there will be no UIS Pool or settlement. See Attachment H
for an example of the risk sharing calculation.
5. Participation in HMO's Opt-Out Products
---------------------------------------
As a means of inducing persons to transition from indemnity type insurance to
the HMO managed-care-type health plan, HMO has several opt-out products;
e.g., New Choice, Blue Plus. These products allow Members to "opt out" of the
HMO's provider network at the time service is rendered or selected. Such an
election is discouraged by the imposition of substantial copays.
IPA agrees to participate in these programs on the following bases:
IPA shall provide the same level of services to Members electing HMO's
opt-out products as with traditional HMO Members with the understanding that
although such Members are required to select a Primary Care Physician and
site at the time of enrollment they, nonetheless, may choose to obtain
services from Physicians other than those to whom they may be referred by
IPA's providers.
In return for IPA's rendering of said services, HMO shall compensate IPA
[Confidential Treatment Requested] of the capitated amounts previously
specified in Section 3 of this Attachment.
A separate non-UIS opt-out cost pool (referred herein as "Pool") will be
established relative to the opt-out Members. The Pool shall be funded by the
remaining [Confidential Treatment Requested] capitation and an additional
amount matching the [Confidential Treatment Requested] capitation.
Amounts expended by HMO for capitated services (Not UIS services; all UIS
costs for these Members except self-funded products are included in the UIS
Pool described on Page 2 of this Attachment) rendered by providers to whom
Member has not been referred by IPA (i.e., non-capitated professional
services) shall be separately identified and applied against the amounts
funded in the Pool.
Any cost or savings, i.e., any difference in the Pool, shall be shared
between HMO and IPA [Confidential Treatment Requested].
There will be no UIS Pool for Members enrolled in self-funded opt-out
products.
6. HMO agrees to compensate Doctors Health System on a fee-for-service basis
based on HMO's fee schedule for deliveries in excess of 25 per thousand
Members. In addition, for deliveries in excess of 22 per thousand Members,
HMO agrees to exclude the hospital facility costs from the UIS Pool.
ATTACHMENT C
CAPITATION HEALTH CARE SERVICES
The IPA agrees to provide the following medical services (to the extent
specified in the benefit summaries provided by HMO) to each HMO Member selecting
assignment to the IPA for the capitation payment as set forth in Attachment B
and to collect applicable copayment amounts from the HMO Member depending on the
contract in effect between HMO and its Members. The IPA is responsible for the
services contained within this Attachment C resulting from any precertified
hospital admissions regardless of whether they occur inside or outside of the
IPA or HMO Service areas and for any in area emergency admissions. Out-of-area
emergency admissions are paid by the HMO and included in the UIS pool. The IPA
is also responsible to notify the site where a newborn is being enrolled (if
different from the mother's) during the mother's stay in order to transfer
financial responsibility for any neonatal care, otherwise the IPA will be
responsible for any costs during the baby's stay including UIS charges. It is
agreed that services required by government regulatory bodies such as OSHA are
the financial responsibility of the regulated employers and not the HMO.
I. Professional Services (Including Any Non-Surgical Outpatient Facility
Costs Associated With These Services)
A. Surgical services in the hospital, in the office or in a
licensed outpatient surgical facility, including surgical
assistance where medically required and anesthesiologist
services performed in connection with surgical services.
B. Physician services for visits and examinations, including
consultation time and time for personal attendance with the
patient, during a confinement in a hospital or skilled nursing
facility.
C. Physician services received in a Physician's office.
D. Physician services in the Member's home, including time for
personal attendance with the patient when determined necessary
by the IPA Physician, if the Member is too ill or disabled to
be seen during regular working hours at the Physician's
office.
E. Diagnostic radiological (including MRIs and CAT Scans),
laboratory and other services, such as electrocardiography,
electroencephalography and the use of radioactive isotope
therapy. This includes pathology services related to dental
cyst removal. It is agreed that preadmission testing,
regardless of the billing source, is the financial
responsibility of the IPA.
F. Therapeutic radiological services, including radiation therapy
and radioactive isotopes.
G. Physician services, materials and drugs for chemotherapy.
H. Short-term rehabilitation services and short-term physical
therapy, the provision of which the IPA Physician determines
can be expected to result in the significant improvement of a
Member's condition within time frame designated in Member's
Health Benefit Certificate.
I. All physician services, supplies, equipment, non-physician
personnel (inpatient or outpatient) and outpatient facility
charges for renal dialysis treatment provided before a Member
is eligible for Title XVIII benefits and any of these services
not reimbursed after the Member is eligible for Title XVIII
benefits.
J. Oral surgical services for the following limited procedures
whether provided in an inpatient or outpatient setting:
traumatic injury to sound natural teeth, the jaw bone or
surrounding tissue; and treatment for tumors and cysts
requiring pathological examination of specimens removed from
the jaws, cheeks, lips, tongue, roof and floor of the mouth.
K. Shock Trauma professional services.
II. Preventive Care Benefits (Including Any Non-Surgical Outpatient
Facility Costs Associated With These Services)
A. Prenatal care in conjunction with the benefit and services for
pregnancy as described in Section V.
B. Well-baby care visits in a Physician's office.
C. Periodic health appraisal examination including all tests
routinely made in connection with such examinations which
shall include all ancillary services authorized by the
Physician in performance of this examination. Health appraisal
examinations which are not medically necessary are not
covered, such as for the purposes of continuing or obtaining
employment, insurance, governmental licensure, school
admissions, or for participation in sports activities.
D. Pediatric and adult immunizations in accordance with the
recommendations of the American Academy of Pediatrics, the
United States Public Health Service, or as required by HMO
policy (injectable materials and professional service).
E. All injectable drugs normally administered in a Physician's
office, including but not limited to Immunizations,
Biological Sera and Chemotherapeutics.
F. Ear examinations for determining the need for hearing
correction for a Member.
G. Infertility services (including artificial insemination)
including testing, appropriate medical advice, instruction and
treatment to correct any physical abnormality or illness
discovered as a result of investigation into the cause of
infertility in accordance with accepted medical practice.
H. Voluntary family planning services, including counseling,
examinations, and implantation of birth control devices
including the cost of those devices.
I. Sterilization by bilateral vasectomy and tubal ligation.
III. Outpatient Services
A. The following outpatient services when provided in connection
with ambulatory surgery.
1. Intensive care services and special duty nursing when
prescribed and medically necessary.
2. Surgical and anesthetic supplies furnished by the
facility as a regular service.
3. Ancillary services when medically necessary,
including laboratory, pathology, radiology, physical
therapy, radiation therapy, inhalation and
respiratory therapy.
4. Oxygen, drugs, medications and biologicals as
prescribed.
5. Short-term rehabilitation and physical therapy
services as described in I.H., above.
6. Coordinated discharge planning services.
7. Administration of blood and blood plasma.
B. Other Services
1. Professional fees for abortions performed in a
hospital outpatient facility. The HMO is
responsible for the total costs of abortions
performed in a free-standing facility.
IV. Patient Care Education Services
Upon request of the Member, the following educational and referral
services:
A. Referral to adoption agencies.
B. Family planning information.
C. Information on personal health behavior.
D. Information to assist Members to make appropriate use of
health care services.
E. Referral to other appropriate medical social services.
F. Referral to appropriate ancillary services for the abuse of or
addiction to alcohol and drugs.
V. Pregnancy and Maternity Care (Including Any Non-Surgical Outpatient
Facility Costs Associated With These Services)
Services and benefits including prenatal care for any condition arising
from pregnancy or resulting childbirth and any complications thereof,
including therapeutic abortion, miscarriage, delivery, antepartum and
postpartum care, and pediatric care of the newborn infant and such
other newborn care as medically necessary. This includes the services
provided by a nurse midwife.
VI. Emergency In-Area
Emergency Services means those health care services that are provided
in a hospital emergency facility after the sudden onset of a medical
condition that manifests itself by symptoms of sufficient severity,
including severe pain, that the absence of immediate medical attention
could reasonably be expected by a prudent layperson, who possesses an
average knowledge of health and medicine, to result in:
1. Placing the patient's health in serious jeopardy;
2. Serious impairment to bodily functions; or
3. Serious dysfunction of any bodily organ or part.
In consideration of the capitation payments set forth in Attachment B,
IPA shall provide or make available Health Care Services for the
treatment of emergency conditions on a 24-hours-a-day, 7-days-a-week
basis. The IPA will be financially responsible for those emergency
services that are provided in the Service Area (See Attachment A) and
the IPA has preauthorized, authorized at the time of Member's access to
care or would have authorized the service in the normal course of
events based upon a retrospective review in accordance with HMO
procedures. The IPA is financially responsible for the facility and
professional charges except when a Member is directly and immediately
admitted to the hospital following an emergency department visit, in
which case the emergency room facility charge shall be deemed to be
inpatient charges and shall not be the financial responsibility of the
IPA. The IPA is financially responsible for any differential between a
Member's office and emergency copay when the emergency room encounter
results from a lack of coverage on the IPA's part as required by this
Agreement.
VII. Optional Benefits and Services
Certain optional health services may be purchased from HMO for an
increased premium. If agreed to by IPA, such optional services will be
rendered without charge except for applicable copayments. If IPA agrees
to provide one or more optional services, HMO will pay IPA an
agreed-upon capitation rate for each Member entitled to receive such
optional service(s). In the event IPA and HMO agree upon one or more
optional services, such agreement shall be in writing signed on behalf
of the parties hereto and shall be attached hereto and incorporated
herein.
VIII. Referrals for Psychiatric Care and Care for Alcohol and Drug Addiction
IPA shall provide appropriate referrals for specialty psychiatric care
and treatment for Alcohol and Drug Addiction.
IX. Braces and Splints
Braces, defined as a device to support a body part through a range of
normal motion. A brace is provided only under the Prosthetic
Devices/Durable Medical Equipment Rider.
Splints, defined as fitted devices which restrict normal motion.
Covered splints include:
A. Splints necessary for post-operative healing which are
applied by a physician during the immediate post-operative
period.
B. Splints that are molded, fitted and supplied by a physician in
his or her office.
See Paragraph XI of this Attachment C for a copy of the responsibility
matrix detailing examples of these items.
X. Cardiac Surgery
The following services are to be provided exclusively by University of
Maryland Medicine:
Cardiac Catheterization (CATH)
Percutaneous Transluminal Coronary Angioplasty (PTCA)
Coronary Artery Bypass Graft (CABG)
The HMO will adjudicate these claims and charge the IPA for the
physician component via capitation reduction. The costs remaining which
the HMO pays will be included in the UIS Pool. The amounts associated
with these services will be provided by the HMO separate from this
document.
Note: This Section X will be amended to reflect the impact fo the
new University of Maryland Cardiac Services arrangement.
ATTACHMENT D
IPA REPORTING REQUIREMENTS
IPA agrees to provide the following information and reports to the HMO within
the indicated time frames.
1. Quarterly internally prepared Income Statement and Balance Sheet within
thirty (30) days of the close of the fiscal period, except for the
second quarter which will be within sixty (60) days.
2. Year End internally prepared Financial Statements and Balance Sheet
within sixty (60) days of the close of the fiscal year.
3. Audited Financial Statements, notes and opinions within fifteen (15)
days of receipt of the statements from the audit firm.
4. Quarterly updates of Physician Listings must be provided to HMO
within fourteen (14) days of the quarter's end.
5. Peer Review Committee minutes must be forwarded to HMO within thirty
(30) days of the date of the meeting.
6. Reports containing ambulatory encounter data shall be provided to HMO
in a mutually acceptable format and within established time frames. IPA
agrees to make original ambulatory encounter forms available for
inspection by HMO during normal business hours upon reasonable request.
7. Reports required to comply with Section 19-713.2 of the Maryland Health
Maintenance Organization Act.
ATTACHMENT E
GRIEVANCE PROCEDURE
(To be Inserted)
ATTACHMENT F
ROSTER OF PHYSICIANS
(To be Supplied by IPA)
ATTACHMENT G
FACILITIES AND HOURS OF OPERATION
(To be Supplied by IPA)
ATTACHMENT H
[INTENTIONALLY OMITTED - NOT PART OF AGREEMENT]
ATTACHMENT I
LIST OF CONSULTANT/SPECIALTY REFERRAL PHYSICIANS
(To be Provided by IPA)
ATTACHMENT J
QUALITY ASSURANCE PLAN AND
QUALITY ASSURANCE SERVICE STANDARDS
ATTACHMENT K
PERFORMANCE STANDARDS AND NON-COMPLIANCE PENALTIES
PERFORMANCE STANDARD PENALTY
Emergency Care -- 100% access at all
times of day or night, seven (7) days
a week, including holidays $100/occurrence
Claims Payments -- 90% of all claims
shall be adjudicated and paid within $1500/day in excess
fourteen (14) days of receipt of 14 days per claim
Claims Payments -- 99% of all claims
shall be adjudicated and paid within $2000/day in excess
thirty (30) days of receipt of 30 days per claim
Reports -- all encounter reports shall
be furnished in their entirety, on
time, and in format acceptable to
the HMO $2000/day/report
ATTACHMENT L
LIST OF HMO CONTRACTED PROVIDERS AND FACILITIES