IPA SERVICE AGREEMENT
THIS AGREEMENT, effective as of __________________, is by and between
Physicians Care for Connecticut, Inc., a Connecticut corporation having a
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
("Physicians Care") and MedServ IPA, Inc., a Connecticut corporation, having
its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ (the "IPA").
WITNESSETH THAT
WHEREAS, Physicians Care desires to arrange for the provision of medical and
surgical services to Physicians Care Members, as hereinafter defined, through
a network of qualified physicians located in the State of Connecticut; and
WHEREAS, the IPA operates a network of physicians in the State of Connecticut
and desires to make such network available to Physicians Care to provide
medical and surgical services to Physicians Care Members; and
WHEREAS, IPA and Physicians Care desire and intend to secure a mutually
productive relationship from the operation of such network;
NOW, THEREFORE, Physicians Care and the IPA agree as follows:
1. Definitions. For the purposes of this Agreement, in the event that
any of the definitions contained or referenced in this Section 1 shall
conflict with the definitions of the same terms set forth in the Subscriber
Agreement or Employer Agreement, as amended from time to time, the
definitions provided in the Subscriber Agreement or Employer Agreement shall
prevail.
1.1. "Authorized Care" means those Covered Services which have been
authorized for a Member by the Member's Primary Care Physician, or which
under the applicable Subscriber Agreement do not require Primary Care
Physician authorization.
1.2. "Covered Services" means those Medically Necessary health care
services and supplies which a Member is entitled to receive under the
Physicians Care's benefit program and which are described and defined in the
Member's Subscriber Agreement and in Physicians Care's provider manual.
1.3. "Dependent" shall have the meaning assigned to it in the Member's
Subscriber Agreement.
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1.4. "Emergency Services" means those health care services provided to a
Member in the event of the sudden onset of an illness or injury requiring
immediate medical or surgical care to prevent serious impairment of health,
or where taking the time to call his or her Primary Care Physician might
place the Member's life in danger. Heart attacks, strokes, poisoning, loss of
consciousness, and convulsions are examples of emergencies.
1.5. "Employer Agreement" means the applicable contract between
Physicians Care or any of its affiliates and an employing entity pursuant to
which designated persons (usually employees and retirees) may become
Subscribers on a group basis.
1.6. "Fiscal Year" means the fiscal year of Physicians Care, commencing
on each January 1st and ending on each December 31st.
1.7. "IPA Physician" means a physician who is a member in good standing
of the IPA.
1.8. "IPA Services" means those Covered Services which the IPA is
required to arrange for the provision to a Member and pay for, and for which
the IPA is entitled to compensation under this Agreement. IPA Services shall
include those packages of Covered Services listed on Exhibit A, attached
hereto, as amended or added to from time to time in the sole discretion of
Physicians Care, and shall include such other health care services incident
thereto as may be determined to be medically necessary by the Member
Patient's treating Physician in accordance with generally accepted medical
and surgical practices and standards then prevailing in the applicable
professional community.
1.9. "Medically Necessary" means medical treatment required by a Member
as determined in accordance with accepted medical and surgical practices and
standards prevailing at the time of treatment and in conformity with the
professional and technical standards adopted by the Quality Care Committee.
1.10. "Member" means a person entitled to receive medical and
hospital services and financing of such services through Physicians Care.
For purposes of this Agreement, a Member includes any person for whom
Physicians Care provides, arranges, and/or finances managed health care or
administrative services.
1.11. "Member Co-payment" means the amount that may be charged by
Physicians to a Member at the time of providing IPA Services to the Member as
provided in the Member's Subscriber Agreement.
1.12. "Member Patient" means a Member who has elected to receive IPA
Services from a Physician associated with the IPA and for whom the IPA, when
necessary, has agreed to arrange for the provision of IPA Services.
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1.13. "Non-Covered Services" means health care services which are not
Covered Services.
1.14. "Physician" means any person duly licensed under applicable
laws and regulations to practice medicine.
1.15. "Physicians Care Hospital Administrative Manual" or "Manual"
means the manual that this Agreement incorporates by reference as if fully
set forth herein, which is appended hereto as Exhibit B. The Manual contains
claims submission procedures, discharge planning procedures, Hospital
recredentialing criteria, and other information. Physicians Care reserves
the right, at its sole discretion, to modify the Manual. If any provision of
the Manual is inconsistent with the terms of this Agreement, the terms of
this Agreement shall prevail. The IPA hereby acknowledges receiving a copy
of the Manual.
1.16. "Primary Care Physician" means a person licensed to practice
medicine by the applicable state licensing board who (a) (i) is board
eligible or board certified in internal medicine, family medicine, general
practitioner, or pediatrics, or (ii) meets such other standards as determined
by the Board of the Company from time to time, and (b) devotes significant
practice time to providing primary care services or managing the delivery of
other medical services with a capability to make preliminary diagnoses or to
provide treatment of medical and health care needs, without limitation by
problem origin, organ system or gender, to arrange for delivery of all
necessary care and to satisfy other requirements as established in Board
policy recording relating to qualifications of Primary Care Physicians.
1.17. "Service Area" means the State of Connecticut, or such other
areas or locales in which Physicians Care may be licensed to do business as a
Health Maintenance Organization.
1.18. "Subscriber" means the person who signs the application for
membership in the Plan and in whose name the subscription premium is paid. A
Subscriber signs for himself or herself and any Dependents.
1.19. "Subscriber Agreement" means the individual or family contract
with Physicians Care or any of its affiliates, including all amendments
thereto, under which a Subscriber and his or her Dependents are entitled to
receive Covered Services.
2. Network Development. IPA agrees to develop a network of qualified
physicians in each county of the Service Area as provided in Exhibit C. In
the event IPA fails to meet its network development obligations hereunder
then Physicians Care may, upon ninety (90) days notice to IPA, take such
steps as it deems necessary to develop such network.
3. Provision of Covered Services. Subject to the provisions of this
Agreement, the IPA agrees to establish a network of qualified physicians in
the Service Area covering all medical
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specialties and shall cause IPA Participating Physicians to provide IPA
Services to Physicians Care Members as follows:
(a) subject to reasonable policies, procedures, and payment standards
developed by Physicians Care, (i) to provide or to arrange to provide to
Members, IPA Services and (ii) to authorize, where appropriate, the provision
of IPA Services to Physicians Care Members by other Physicians Care Providers;
(b) where medically appropriate and practicable, to authorize, manage,
and review services provided outside the Service Area which are provided to
Physicians Care Members;
(c) except as may be otherwise agreed to by Physicians Care and the IPA,
to authorize, manage, and review the provision of appropriate prescription
drugs and Covered Services other than IPA Services including, without
limitation, durable medical equipment, home health care, skilled nursing
facility, and inpatient hospital services;
(d) to participate in the medical management, review, and coordination
programs developed by Physicians Care to administer and deliver Covered
Services to Members; and
(e) to ensure that IPA Physicians provide or arrange for the provision
of Covered Services without discriminating among Members, or between Members
and other patients on the basis of race, color, age, religion, gender,
national origin, sexual preference, or HMO membership, and to provide
services to its patients with the highest regard for personal dignity.
4. Utilization Management and Quality Management Programs. The parties
agree to develop mutually agreeable Utilization Management and Quality
Management Programs which the IPA shall adopt and implement in connection
with services rendered by IPA Physicians. The IPA shall periodically make
recommendations to Physicians Care concerning the types of Utilization
Management and Quality Management Programs which the IPA believes are
desirable.
5. Compensation to IPA Physicians for Medical Services. Except for Member
Co-payments or any other charges specifically permitted by this Agreement or
the applicable Subscriber Agreement including, without limitation, missed
appointment charges and charges to Members for Non-Covered Services, the IPA
agrees that it will cause IPA Physicians to accept the compensation paid by
Physicians Care as payment in full and to look solely to Physicians Care for
compensation for Covered Services provided to Members except in the case of
health benefit plans subject to ERISA wherein the Plan sponsor shall be
responsible for payment of claims. Except as provided herein, the IPA shall
not assert, nor will it permit any of its IPA Physicians to assert, any claim
or demand on Members or employers of Members, for compensation for IPA
Services provided to Members hereunder. Physicians Care will use its best
efforts to give the IPA notice of material defaults in payment of premiums by
self-funded employers that may have adverse consequences on the IPA. This
provision shall survive the termination or expiration of
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this Agreement with respect to services provided prior to the effective date
of such termination or expiration.
The amount due to IPA Physicians for services rendered shall be the fee
schedule, case rate or capitation payment amounts customarily paid by
Physicians Care and in effect from time to time net of any co-payment,
coinsurance or deductibles, provided, however, that if Physicians Care has a
risk arrangement contract (the "Alternative Contract") which is applicable to
such IPA Participating Physicians, then the financial terms of such
Alternative Contract shall control.
6. IPA Physician Credentialing and Qualifications. The IPA shall be
responsible for assuring that its IPA Physicians meet the following
qualifications:
(a) Licensure. The IPA will ensure that all professional health care
services (other than Emergency Services) provided to Members
under this Agreement will be provided by health care providers
acting within the scope of their licenses or certifications. The
IPA will ensure that all IPA Physicians meet continuing education
and other similar requirements established by the professional
organizations overseeing licensure in their fields. The IPA
will cooperate with Physicians Care to establish and maintain an
auditable system to ensure that the requirements of licensure are
met in a timely manner by all IPA Physicians.
(b) Credentialing. The IPA shall credential all IPA Physicians
pursuant to Physicians Care policies and in accordance with all
NCQA standards and guidelines. IPA shall maintain a full and
complete credentialing file for each IPA Physician and shall
provide Physicians Care with access to or copies of such file on
its reasonable request.
(c) Privileges. The IPA shall ensure that each IPA Physician providing
inpatient services under this Agreement has taken or will take
all steps necessary to obtain and maintain hospital privileges at
the appropriate hospitals listed on Exhibit D and at such other
health care facilities as Physicians Care and the IPA are agree
are necessary to the proper provision of services pursuant to
this Agreement.
(d) Censure or Suspension. The IPA shall immediately notify Physicians
Care in the event that any IPA Physician is disciplined by the
applicable state licensing agency charged with licensing
physicians or any health care facility, is censured by or
expelled from any county medical society, or has his or her
privileges at any health care facility suspended, revoked,
restricted, made probationary, or otherwise diminished in any
way, including resignation or non-renewal.
(e) Peer Group Monitoring. In addition to ensuring that all IPA
Physicians comply with the above requirements evidencing
licensure, the IPA shall, with the assistance of Physicians Care,
develop peer group monitoring systems to ensure
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that all IPA Physicians function in a competent and professional
manner when providing IPA Services and comply with professionally
recognized quality of care standards.
The IPA shall also maintain all licenses, permits and registrations
which may be required by law in order for the IPA to provide services under
this Agreement.
7. IPA Compensation for Services. The IPA shall be compensated pursuant to
Exhibit E for administrative services provided pursuant to this Agreement.
8. Member Selection of Primary Care Physician. The IPA shall require
each Member Patient to select a Primary Care Physician to be primarily
responsible for the coordination of the Member Patient's overall health care
as his or her "Care Manager," and to allow reasonable changes to such
selection. To the extent it is consistent with the reasonable and efficient
allocation of the resources of its IPA Physicians, the IPA shall permit each
Member Patient to select the Primary Care Physician of said Member Patient's
choice.
9. Notification of Changes. The IPA agrees to provide Physicians Care
with reasonable notice of any material change to be made in the structure or
operation of the IPA.
10. Insurance. The IPA shall have and maintain policies of general and
professional liability insurance in amounts and on terms reasonably
satisfactory to Physicians Care, and the IPA shall have and maintain adequate
casualty insurance on its real and personal property. Currently, the IPA
maintains insurance in the amount of two (2) million dollars per occurrence
and four (4) million dollars in the aggregate. The IPA shall notify
Physicians Care of any material changes in this coverage and shall provide
Physicians Care, upon request, with evidence of such coverage.
11. Financial Reporting. The IPA shall have annual financial statements
which accurately reflect the financial condition of the IPA prepared and
delivered to Physicians Care within 120 days after the end of each of the
IPA's fiscal years. Upon request, Physicians Care shall permit a reasonable
extension of the deadline. The annual financial statements shall be prepared
in accordance with generally accepted accounting principles and shall be
audited or reviewed by a firm of certified public accountants reasonably
acceptable to Physicians Care. The IPA's annual financial statements shall
include at least the following elements:
(i) Balance Sheet;
(ii) Income Statement;
(iii) Statement of Changes in Cash.
12. Insolvency.
(a) Payments or Distributions While Insolvent. With the consent of
Physicians Care,
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which consent shall not be unreasonably withheld, the IPA will not make any
form of payment or distribution to IPA Physicians if the IPA is at that time
not generally meeting its debts as they come due, or if making such payment
or distribution would render the IPA unable generally to meet its debts as
they come due or render it unable to meet its obligations under this
Agreement.
(b) Physicians Care Insolvency. Notwithstanding anything to the
contrary contained herein, in the event that Physicians Care becomes unable
generally to meet its debts as they come due or is insolvent as determined by
the Insurance Commissioner, the IPA agrees that it shall cause IPA Physicians
to continue to provide or to arrange for the provision of Covered Services to
Member Patients in accordance with the terms of this Agreement for the period
for which premiums have been paid to Physicians Care by or on behalf of
Member Patients.
13. Compensation. In consideration of the IPA's performance of its
obligations under this Agreement, the IPA shall receive compensation the
amounts set forth in Exhibit F.
14. Other Payments.
14.1 Member Payments. IPA Physicians may charge Members to whom they
provide services any Member Co-payments permitted by the applicable
Subscriber Agreement. The IPA Physicians may also ▇▇▇▇ Member Patients a
reasonable charge for missed appointments in accordance with the applicable
Subscriber Agreement and may ▇▇▇▇ for Non-Covered Services in accordance with
the Manual.
14.2 Coordination of Benefits and Subrogation. Physicians Care shall be
entitled to any amount Physicians Care collects from other insurers on
account of IPA Services provided to Member Patients by IPA Physicians. The
IPA shall cause IPA Physicians to cooperate with Physicians Care's
coordination of benefits and subrogation policies and procedures.
15. Physicians Care Obligations and Rights.
(a) Administer Plan. Physicians Care agrees that the maintenance of
appropriate administrative, marketing, and actuarial systems and
the employment of qualified personnel are essential parts of its
obligations under this Agreement.
(b) Member Orientation and Education. Physicians Care shall be
responsible for advising Member Patients of their rights and
obligations under the applicable Subscriber Agreement as promptly
as practicable after they become Members.
(c) Licenses and Permits. At its sole cost and expense, Physicians Care
shall obtain and keep in full force and effect throughout the
term hereof all necessary licenses and permits with respect to
the operation of Physicians Care and, if requested by IPA,
provide copies thereof to the IPA at Physicians Care's expense.
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(d) Management Information Data. Physicians Care agrees to provide the
IPA with computer hardware adequate to access directly the
IPA-specific database maintained by Physicians Care and to
provide direct access to said database, including enrollment
status data and data on referral accounts payable. Physicians
Care also agrees to provide the IPA with the management
information reports listed in Exhibit G.
(e) Coordination of Benefits and Subrogation. Physicians Care will be
the exclusive provider of coordination of benefits and
subrogation services for all of the IPA's Member Patients. The
IPA agrees to cause its IPA Physicians to provide all data
reasonably necessary to enable Physicians Care to provide such
services under this Agreement.
(f) Member Satisfaction Surveys. Physicians Care and the IPA agree to
jointly develop and the IPA shall administer and utilize a
regular program of member satisfaction surveys to analyze Member
perception of the quality of services provided by Physicians Care
and its Participating Providers and to take such reasonable steps
as may be necessary to correct any deficiencies revealed by such
surveys.
16. Indemnifications.
16.1 Indemnification by Physicians Care. Physicians Care agrees to
indemnify, defend, and save harmless the IPA, its officers, directors and
employees, from and against any and all claims, costs, liabilities, losses
and damages made against or suffered by them, or any or all of them, arising
out of or in any way connected with the operation or administration of
Physicians Care, except those arising out of the conduct, acts, or omissions
of the IPA, its officers, directors, employees, or agents, or of IPA
Physicians.
16.2 Indemnification by the IPA. The IPA agrees to indemnify,
defend, and save harmless Physicians Care, its affiliates and their officers,
directors and employees, from and against any and all claims, costs,
liabilities, losses, and damages made against or suffered by them, or any or
all of them, arising out of or in any way connected with by the conduct,
acts, or omissions of the IPA, its officers, partners, directors, employees,
agents, independent contractors, or IPA Physicians.
17. Confidentiality.
17.1 By Physicians Care. Physicians Care agrees to comply with all
applicable state and federal laws respecting the confidentiality of
proprietary information, data, and other confidential or personal information
concerning the medical, personal, or business affairs of Members acquired in
the course of providing or arranging for Physicians Care benefits.
Physicians Care agrees to maintain the confidentiality of this Agreement and
all financial,
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operating, proprietary or business information relating to the IPA which is
not otherwise public information and shall respect the confidentiality of any
information, not described above, specified in writing by the IPA as
confidential information. Physicians Care shall exercise its best efforts to
prevent any of its agents, employees, legal counsel, independent contractors
or any other person involved in doing business with or controlled by
Physicians Care from disclosing, using or transmitting to any other person or
entity any of the above described information. Nothing herein shall prohibit
Physicians Care from making any use, disclosure, or transmission of
information to the extent that such use, disclosure, or transmission is
necessary and appropriate to enable Physicians Care to perform its
obligations under this Agreement, or is required by law. Physicians Care
shall include the substantive provisions of this paragraph in all written
contracts for amounts in excess of ten thousand dollars ($10,000) between
Physicians Care and its subcontractors, independent contractors, and agents.
17.2 By the IPA. The IPA agrees to comply with all applicable state and
federal laws respecting the confidentiality of proprietary information, data,
and other confidential or personal information concerning the medical,
personal, or business affairs of Members acquired in the course of providing
or arranging for the provision of services hereunder and agrees to maintain
the confidentiality of this Agreement and all financial, operating,
proprietary or business information relating to Physicians Care which is not
otherwise public information. The IPA shall respect the confidentiality of
any information, not described above, specified in writing by Physicians Care
as confidential information, and shall exercise its best efforts to prevent
any of its agents, employees, legal counsel, independent contractors or any
other person involved in doing business with or controlled by the IPA from
disclosing, using or transmitting to any other person or entity any of the
above described information. Nothing herein shall prohibit the IPA from
making any use, disclosure, or transmission of information to the extent that
such use, disclosure, or transmission is necessary and appropriate to enable
the IPA to perform its obligations under this Agreement, or is required by
law. The IPA shall include the substantive provisions of this paragraph in
all written contracts for amounts in excess of ten thousand dollars ($10,000)
between the IPA and its subcontractors, independent contractors, and agents.
18. Term and Termination.
18.1 Term. The term of this Agreement shall begin on
and shall remain in effect for a period of ten (10) years (the
"Initial Term"), unless terminated as provided herein. Thereafter, this
Agreement shall be automatically renewed for a term of ten (10) years (the
"Renewal Term"), unless terminated as provided herein. The word "term" as
used in this Agreement without any modifier shall mean the Initial Term and
the Renewal Term.
18.2 Termination.
(a) For cause termination. This Agreement may be terminated at any time
for breach hereof upon thirty (30) days prior written notice, provided that
no breach shall be deemed to have occurred if the breaching party has cured
said breach prior to the expiration of the notice period.
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(b) Failure to maintain adequate provider network. In the event
Physicians Care finds that the number of IPA Physicians in any geographic
area is insufficient to meet Physicians Care's needs for any insurance
product, Physicians Care will provide the IPA with written notice to that
effect, and, unless cured as set forth below, Physicians Care may terminate
this Agreement upon sixty (60) days prior written notice. Physicians Care
will judge the number of IPA Physicians in a particular geographic area to be
sufficient if Members have access to IPA Physicians in the full range of
medical specialties, or if the IPA agrees to recruit and credential, within
six (6) months of receipt of a written request from Physicians Care, a
reasonable number of additional IPA Physicians in the particular geographic
region in any specialty or service where Physicians Care in good faith finds
that Members need additional access to IPA Physicians.
(c) Termination of IPA Physicians.
i. Termination With Cause. This Agreement may be terminated with
cause by Physicians Care upon thirty (30) days prior written notice to an IPA
Physician if the IPA Physician violates or fails to comply with any of the
material requirements of this Agreement. The IPA Physician shall be given an
opportunity to cure such breach during the thirty (30) day notice period. If
the breach is cured during such notice period, then this Agreement shall
remain in effect.
ii. Immediate Termination. Notwithstanding any other provision of
this Agreement to the contrary, Physicians Care shall have the right to
terminate the participation of an individual IPA Physician immediately in the
event that the Physician:
- shall have his or her license to practice medicine revoked or
subject to sanction;
- is subject to the loss, suspension, or reduction of medical
staff privileges at a hospital or federal or state controlled substance
registrations; or
- undertakes any activity which results or may be reasonably
considered to place in jeopardy the life, health, or safety of patients,
whether acting pursuant to this Agreement or otherwise.
18.3 Effects of Notice of Termination.
(a) Physicians Care and the IPA will work together in good faith to
plan cooperatively the manner in which the IPA will be phased out as
Physicians Care's provider network, including, but not limited to, the
procedure and timing of notice to existing and potential Member Patients that
this Agreement has been terminated.
(b) Upon termination, the IPA shall turn over to Physicians Care
all tangible personal property, if any, belonging to Physicians Care and
shall further make available to Physicians Care, at Physicians Care's
expense, such information and copies of records as
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Physicians Care may reasonably request concerning Physicians Care Members.
Original medical records of Member Patients shall remain the property of IPA
Physicians. Physicians Care shall turn over to the IPA all tangible personal
property, if any, belonging to the IPA.
19. Dispute Resolution. Physicians Care and the IPA agree that the creation
of a system for resolving disputes arising from performance under or
interpretation of this Agreement is essential to the continuation of their
relationship. Both parties agree to use good faith efforts to resolve such
disagreements in the context of the following system:
(a) Informal Dispute Resolution. The parties agree that a
representative of the IPA will meet with a representative of Physicians Care
to seek to resolve the issue or dispute. If an issue or dispute is not
resolved within 30 days after the commencement of such a meeting, any party
to the dispute may request the appointment of a mediator to assist the
parties to resolve the issue.
(b) Mediation. The parties agree to complete the selection of a
mediator within 10 days following the receipt of the request for mediation by
a party. The parties agree to cooperate in good faith in the mediator's
efforts to assist the parties to resolve the issue. The parties agree to
split the costs of mediation services equally between the two sides of the
dispute. If the issue is not resolved within 45 days of the commencement of
mediation, any party to the dispute may request arbitration.
(c) Arbitration. A party requesting arbitration will do so in writing
addressed to the other party. The parties agree to complete the selection of
the arbitrator(s) within 10 days following receipt of the request by a party.
If the parties fail to complete selection of the arbitrator(s) within the
above time limits, the party requesting arbitration may request the American
Arbitration Association to appoint an arbitrator. Immediately following the
selection of an arbitrator, the parties will meet with the mediator to frame
the issues to be placed before the arbitrator. The parties agree to be
guided by the mediator in the process of framing the issues. The parties
agree that arbitration proceedings will be commenced within 45 days of
selection of the arbitrator(s) and concluded within 90 days of selection of
the arbitrator(s). Unless otherwise agreed by the parties in writing, the
arbitration hearings shall not last more than one day, with each party
receiving equal time to present its case before the arbitrator. The
arbitrator shall render a decision within 10 days after conclusion of the
hearings. The decision of the arbitrator(s) shall be final and conclusive of
the issue in dispute. The cost of the arbitrator's services will be
allocated between the two sides of the dispute by the arbitrator(s). An
arbitrator shall not be authorized to award punitive damages to any of the
parties. All arbitration proceedings shall be conducted in the State of
Connecticut.
MISCELLANEOUS
20. IPA's Compliance with Law. The IPA agrees to comply with all federal,
state, and municipal laws, statutes, ordinances, orders, and regulations
applicable to the conduct of its business and with professionally recognized
quality of care standards.
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21. Physicians Care's Compliance with Law. Physicians Care shall
establish and operate the Plan in accordance with all laws, rules and
regulations applicable thereto.
22. Relationship of Parties. Each party is and shall continue to be an
independent entity hereunder. Neither party is the agent or representative
of the other, nor shall either party have any express or implied right or
authority to assume or create any obligation on behalf of or in the name of
the other, unless specifically authorized for the purpose.
23. Force Majeure. Each party will make a good faith effort to meet its
obligations under this Agreement in the case of an event beyond its control.
These events include, but are not limited to, war, riot, civil insurrection,
epidemic, public emergency, and natural disaster. Other causes include the
partial or complete destruction of Physicians Care or IPA facilities. For
the purposes of this Section 26, an event is not within the control of either
Physicians Care or the IPA if neither one can exercise influence or control
over its occurrence.
24. Governmental Action. Both parties recognize the existence or
potential existence of legislation or administrative rules and regulations or
actions which may affect or impair the delivery of the services described
herein by the IPA and/or IPA Physicians. The obligations of the IPA, the IPA
Physicians and Physicians Care pursuant to the Agreement shall be subject to
such legislation, rules, regulations and actions.
25. Rights of Members. The rights and benefits of Members shall arise solely
from the Subscriber Agreement. No rights or causes of action shall accrue to
any Member from the terms of this Agreement. The parties agree that no
Member is a third-party beneficiary hereof.
26. Assignment. This Agreement and the respective rights and obligations of
the parties hereto may not be assigned or transferred in any manner without
the prior express written consent of both parties, and, in the absence of
such consent, any purported assignment shall be wholly void.
27. Notices. Any notice required under the terms of this Agreement shall be
in writing and shall be sent by overnight mail addressed to each party at the
address set forth below the signature of its officer affixed to the
Agreement, or transmitted by facsimile to the officer who signed this
Agreement on behalf of the respective parties. Any such notice shall be
effective upon receipt.
28. Integration Clause. This Agreement constitutes the entire contract
between the parties hereto and supersedes any prior agreements between the
IPA and Physicians Care with respect to the arrangement of the provision of
Covered Services to Members after the date of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on this ______ day of __________________, 1996 in two or more copies
for themselves and their successors by their duly authorized officers.
PHYSICIANS CARE FOR CONNECTICUT, INC.
By:________________________________
MEDSERV IPA, INC.
By:________________________________
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