LaSalle Medical Associates, Inc. ANCILLARY SERVICES AGREEMENT
LaSalle
Medical Associates, Inc.
________________________________________________________________________
THIS
ANCILLARY SERVICES AGREEMENT (this “Agreement”) is made this 1st day of March
2005 by and between the following parties:
LaSalle
Medical Associates, Inc. (IPA), a California professional corporation, located
at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., #▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and
Effective
Health, Inc., dba Sespe Pharmacy (PROVIDER), a California Corporation,
located at ▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
This
Agreement is made with reference to the following facts:
A. IPA
has
entered into and will enter into Managed Care Agreements with the Payers that
require IPA to provide or arrange to provide professional medical, surgical
and
related ancillary services to the Enrollees.
B. IPA
contracts with duly qualified Physician Contractors and qualified health care
facilities to furnish professional medical, surgical and related professional
ancillary services to the Enrollees.
C. PROVIDER
operates at Children’s Hospital of Los Angeles. The Facility is duly licensed
(or exempt from licensure) under the Licensure Act, and the Facility is
certified for participation in the Medicare program by JCAHO, or other national
accreditation agency accepted by IPA.
D. IPA
desires to contract with PROVIDER to furnish the Professional Ancillary Services
on an inpatient or outpatient basis to Enrollees properly referred by the
Physician Contractors and PROVIDER desires to furnish the Professional Ancillary
Services to Enrollees so referred by the Physician Contractors.
NOW,
THEREFORE, in consideration of the mutual covenants and promises contained
herein, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1
For
purposes of this Agreement, the capitalized terms below shall have the following
meanings:
1.01 “Act”
means the ▇▇▇▇-▇▇▇▇▇ Health Care Service Plan Act of 1975, as
amended.
1.02 “Action”
means the actions described in Section 8.04 of this Agreement.
1.03 “Agreement”
means this Agreement.
1.04 “Professional
Ancillary Services~~ means the professional component of all
services
performed.
1.05 “Approval
Protocols” mean protocols and procedures that specify, among other
matters,
the requirement of prior approval/authorization of the medical director of
IPA
(or his or
her
designee) and the procedures to obtain such prior
approval/authorization.
1.06 “Arbitration
Statute” means Section 1280 et seq. of the California Code of Civil
Procedure.
1.07 “CGL
Insurance” means the policy or policies of insurance described in
Section
6.01(i)
of this Agreement.
1.08 “Civil
Claims” mean any claim, action, allegation or suit arising out of or
based
on
the
Professional Ancillary Services furnished to Enrollees during the term of this
Agreement.
1.09 “Clean
Claim” means a written claim from or on behalf of PROVIDER that
contains
the following information and documentation:
a. Name
of
the Enrollee,
b. Name
of
referring Physician Contractor,
c. Name
of
Payer,
d. Description
of Ancillary Service(s),
e. Date
of
service,
f. Copy
of
written authorization and/or order, if applicable, and
g. Any
other
identifying information that IPA reasonably requests or that may be necessary
and desirable for IPA to process the claim.
2
1.10 “COB
Monies” mean monies actually collected as a result of the coordination
of
benefits.
1.11 “Confidential
Information” means the information described in Section 5.09 of
this
Agreement.
1.12 “Co-Pays”
mean the applicable deductibles and co-payments due from Enrollees
under
the
terms of the Managed Care Agreements.
1.13 “Covenants”
mean the restrictive covenants described in Section 5.09 of this
Agreement.
1.14 “Defaulting
Party” means the party alleged to have breached a material tenn of
this
Agreement.
1.15 “Department”
means the California Department of Managed Health Care.
1.16 “Effective
Date” means March 1, 2005
1.17 “Emergency”
means a medical condition manifested by acute symptoms of
sufficient
severity (including severe pain) such that the absence of immediate medical
attention
could
reasonably be expected to:
a. Place
the
Enrollee’s health in serious jeopardy,
b. Cause
serious impairment to the Enrollee’s bodily functions, or
c. Cause
serious dysfunction to any one of the Enrollee’s bodily organs or
parts.
1.18 “Enrollees”
or “IPA Patients” mean persons enrolled with the Payers.
1.19 “Excess
COB Amount” means the amount described in Section 4.04 of this
Agreement.
1.20 “Facility
Fee” means payment in accordance with the Fee Schedule (Not
Applicable).
1.21 “Fee
Schedule” means the schedule of fees set forth in Exhibit A attached
hereto
and
incorporated herein by this reference.
1.22 “Initial
Term” means the 12-month period beginning on the Effective Date.
1.23 “Interested
Parties” mean the following (and their representatives and
designees):
3
a. The
Payers,
b. The
Department,
c. The
Department of Health and Human Services,
d. The
Center for Medicare and Medicaid, and
e. The
California Department of Health Services.
1.24 “IPA”
LaSalle Medical Associates, Inc.
1.25 “IPA
Administrative Office” means ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., #▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇,
▇▇
▇▇▇▇▇
1.26 “IPA
Board” means the Board of Directors of IPA.
1.27 “IPA
Parties” mean IPA, its officers, directors, shareholders,
employees,
representatives
and agents, and the Payers.
1.28 “IPA
Policies” mean the policies and procedures adopted, amended or restated
by
IPA
from
time to time.
1.29 “JCAHO”
means the Joint Commission on the Accreditation of Healthcare
Organizations.
1.30 “Licensure
Act” means the California Health Facilities Licensure Act, as
amended.
1.31 “Malpractice
Insurance” means the policy or policies of insurance described in
Section
6.0 l (iii) of this Agreement.
1.32 “Managed
Care Agreements” mean written contracts between IPA and the Payers.
1.33 “Medically
Necessary” means the performance of Ancillary Services that are:
a. In
accordance with generally accepted medical practice standards
prevailing
in the applicable professional community at the time of treatment,
b. In
conformity with the professional and technical standards adopted by
the
Payers,
if any,
c. Consistent
with the physician order and diagnosis,
4
d.
Not
furnished primarily for the convenience of the Enrollee, Physician
Contractor
or Facility, and
e. Furnished
at the most appropriate level that can be provided safely and
effectively
to the Enrollee.
1.34 “Location”
▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1.35 “Non-Defaulting
Party” means the party alleging a breach of a material term of
this
Agreement.
1.36 “Payers”
mean health maintenance organizations and plans licensed under the
Act.
1.37 “Personnel”
mean allied health professionals and paramedical and support
personnel.
1.38 “Physician
Contractors” mean physicians and groups of physicians with which
IPA
contracts to furnish professional medical, surgical and related ancillary
services to Enrollees.
1.39 “Property
Insurance” means the policy or policies of insurance described in
Section
6.01 (ii) of this Agreement.
1.40 “PROVIDER”
means Effective Health Inc., dba Sespe Pharmacy
1.41 “Rehabilitated
Claim” means a Clean Claim submitted by or on behalf of
PROVIDER
in response to the receipt of the Rejected Claim.
1.42 “Rejected
Claim” means a written claim from or on behalf of PROVIDER that
contains
some but not all of the information and/or documentation required of a Clean
Claim, or
that
contains erroneous information and/or documentation.
1.43 “Review
Programs” mean the professional review programs that IPA may adopt
or
amend
from time to time.
1.44 “Subject
Claim” means an otherwise Clean Claim submitted in a timely manner
by
PROVIDER and for which IPA denies reimbursement, in whole or in
part.
1.45 “Tangible
Items” mean physical space, equipment, furniture, furnishings,
instruments
and medical and office supplies.
1.46 “Treatment
Protocols” mean the clinical protocols developed and/or amended by
IPA
from
time to time for the conservative treatment of medical conditions.
1.47 “Untimely
Claim” means a Clean Claim submitted after the time period
specified
in
Section 4.02 below, and. a Rehabilitated Claim submitted after the time period
specified in
Section
4.07 below.
5
1.48 “UR/QI
Programs” mean the utilization review and quality improvements
programs
adopted from time to time by IPA.
ARTICLE
2
SERVICES
TO BE FURNISHED BY PROVIDER
2.01 In
General.
PROVIDER
shall furnish Professional Ancillary Services to
Enrollees
on an “as needed” basis throughout the term of this Agreement. Except in the
case of
an
Emergency, PROVIDER shall furnish Professional Ancillary Services only to those
Enrollees
presenting
to PROVIDER with pre-authorization, and then only in accordance with the written
or
verbal
order(s) of the Physician Contractor. PROVIDER shall obtain written confirmation
of any
verbal
order(s) for Ancillary Services made by the Physician Contractor.
2.02 Instrumentalities
of Ancillary Services.
PROVIDER shall provide or arrange to
provide
at its sole cost and expense the Tangible Items that are necessary and desirable
to furnish
the
Professional Ancillary Services. PROVIDER shall at its sole cost and expense
maintain the
Tangible
Items in good working order and repair, and PROVIDER shall replace any
Tangible
Items
that become worn or obsolete.
2.03 Hours
of Operation.
PROVIDER shall be open and available to furnish Ancillary
Services
on a non-Emergency basis beginning at 7:30 a.m. and ending at 5:00 p.m.,
Monday
through
Friday (holidays excepted). PROVIDER shall be open and available to furnish
Ancillary
Services
on an Emergency basis 24 hours per day, seven days per week.
ARTICLE
3
PERSONNEL
3.01 General
Obligations. PROVIDER shall at its sole cost and expense provide or
arrange
to provide the Personnel in such numbers as may be required to furnish the
Ancillary
Services.
PROVIDER shall ensure that the Personnel, and each of them, are duly trained
and
qualified
in the performance of the Ancillary Services. PROVIDER shall cause the
Personnel,
and
each
of them, to devote the time, attention and energy necessary and desirable to
furnish
Ancillary
Services in a quality, timely and professional manner. PROVIDER shall
make
available
the Personnel, and each of them, to furnish the Ancillary Services during the
hours
specified
in Article 2 above.
6
3.02 No
Benefit Contribution.
IPA
shall have no obligation under this Agreement to
compensate
or pay applicable taxes for, or provide employee benefits of any kind
(including
contributions
to government-mandated, employment-related insurance and similar programs)
to
PROVIDER,
the Personnel or any other person employed or retained by PROVIDER. If IPA
is
required
to make a payment(s) for or in respect of any of the foregoing, then PROVIDER
shall
reimburse
IPA for any such expenditure within thirty (30) days of a request
therefor.
ARTICLE
4
COMPENSATION
AND BILLING
4.01 Compensation
For Ancillary Services. IPA shall compensate PROVIDER in
accordance
with the rates set forth in the Fee Schedule. PROVIDER agrees and
acknowledges
this
constitutes full and complete payment for the professional services rendered
and
Personnel
furnished
or made available by PROVIDER in connection with the performance of
the
Professional
Ancillary Services. PROVIDER further agrees and acknowledges that it is
not
entitled
to receive payment from IPA (or any other party) in consideration of the
performance of
unauthorized
Professional Ancillary Services.
4.02 Submission
of Claim and Timing of Payment. PROVIDER shall submit to IPA a
Clean
Claim for authorized Ancillary Services furnished to each Enrollee. PROVIDER
shall
submit
the Clean Claim to IPA within one hundred-twenty (120) days of the date of
service. IPA
shall
remit payment to PROVIDER within thirty (30) days of receipt of a Clean Claim.
The
termination
of this Agreement (other than on account of a breach by PROVIDER) shall
not
relieve
IPA of the obligation to compensate PROVIDER for the Ancillary Services
furnished to
Enrollees
prior to the effective date of termination. PROVIDER hereby authorizes IPA
to
offset
amounts
due and owing hereunder by the amount of the damages threatened or suffered
by
the
IPA
Parties, or any one of them, as a result of a material breach by PROVIDER of
its
obligations
under
this Agreement. The right to offset shall not be an exclusive remedy, and the
exercise by
IPA
of
such right shall not constitute an election of remedies by IPA (or construed
as
an election
of
remedies by IPA).
4.03 Prohibition
Against Billing Enrollees or Surcharges. PROVIDER shall look only
to
IPA
for payment of services. Except for the collection of Co-Pays, PROVIDER shall
refrain
from
directly billing the Enrollees, the Payers, or another third party for or in
respect of the
performance
of the Ancillary Services. PROVIDER shall collect and retain the Co-Pays, if
any,
from
the
Enrollees. PROVIDER shall not maintain any action at law against any Enrollee
to
collect
amounts due from IPA under the terms and conditions of this Agreement.
PROVIDER
shall
not
surcharge any Enrollee for the Tangible Items and Personnel furnished by
PROVIDER
in
connection with the performance of the Ancillary Services. PROVIDER shall
immediately
refund
any surcharge received from any Enrollee, failing that PROVIDER hereby
authorizes IPA
to
offset
the amount of the surcharge against the amount next due and owing from IPA
to
PROVIDER
hereunder. PROVIDER shall cooperate fully with IPA in connection with
the
coordination
of benefits with respect to the Enrollees.
7
4.04 Coordination
of Benefits.
PROVIDER has the right and responsibility to
coordinate
benefits available to Enrollees and to retain all COB Monies. PROVIDER
shall
promptly
provide IPA with all information regarding its collection of COB Monies,
including but
not
limited to the amount of COB Monies and the applicable payer. Notwithstanding
the
foregoing,
if PROVIDER collects COB Monies from a payer whose obligation to provide
(or
arrange
to provide) Ancillary Services to an Enrollee is primary to the obligation
of
the
applicable
Payer, then PROVIDER shall immediately refund to IPA the Excess COB
Amount.
PROVIDER
hereby directs and authorizes IPA to offset any future payment due hereunder
by
the amount of the Excess COB Amount. The right to offset shall not be an
exclusive remedy, and
the
exercise by IPA of such right shall not constitute an election of remedies
by
IPA (or
construed
as an election of remedies by IPA). For purposes of this Agreement, “Excess
COB
Amount”
means the positive difference, if any, between the following:
a. The
sum
of the COB Monies and the amount of the payment(s) received
by
PROVIDER for or in respect of the Ancillary Services furnished to the subject
Enrollee, and
b. The
amount PROVIDER would have received for the subject Ancillary
Services
determined by reference to the Fee Schedule.
4.05 Reduction
Based on URIQI Recommendation.
PROVIDER hereby authorizes
IPA
to
reduce compensation otherwise payable for Ancillary Services for financial
losses
suffered
by IPA that result from the failure of PROVIDER and/or the Personnel to comply
with
the
requirements of the UR/QI Programs adopted or amended from time to
time.
4.06 Late
Claims Submission.
PROVIDER acknowledges that IPA assumes
substantial
financial risk in connection with the provision of professional services to
the
Enrollees,
including the provision of Services. PROVIDER further acknowledges that
IPA
would
suffer economic damages if PROVIDER fails to submit Clean Claims and
Rehabilitated
Claims,
as the case may be, on a timely basis as required by the terms of this
Agreement. In
recognition
of the foregoing, PROVIDER agrees that it is not entitled to receive the
payment
from
the
IPA Parties, or any one of them, for or in respect of Untimely Claims. In this
regard,
PROVIDER
acknowledges that the foregoing provision does not constitute an improper
penalty
or
operate as an improper forfeiture. PROVIDER further agrees to refrain from
raising asserting
any
such
claim in any action against the IPA Parties, or any one of them, to recover
the
payment
for
or in
respect Untimely Claims.
4.07 Resubmission.
of Rejected Claims.
IPA
shall return the Rejected Claim to
PROVIDER
with an explanation of the reason(s) for the rejection. PROVIDER shall submit
the
Rehabilitated
Claim to IPA by the later to occur of the following dates:
a. Sixty
days after the performance of the Ancillary Services described in
the
Rehabilitated
Claim, or
8
b. One
hundred-eighty days after PROVIDER receives the Rejected Claim,
along
with
the
explanation for the rejection, from IPA.
4.08 Appeal
of Reductions and Claims Denial.
PROVIDER may initiate an appeal of
any
reduction in reimbursement or the denial of the Subject Claim by delivering
to
IPA a written
request
for reconsideration. PROVIDER must initiate the appeal within sixty (60) days
of
receipt
of written notification (e.g., an explanation of benefits) of the reduction
in
reimbursement
or
the
denial of the Subject Claim (in whole or in part), as the case may be. If
PROVIDER fails
to
deliver the written notice in a timely manner, then PROVIDER forever waives
its
right to have
IPA
reconsider the reduction in reimbursement or the denial of the Subject Claim,
as
the case
may
be.
Within thirty (30) days of receipt of a timely written request, IPA shall
notify
PRO
VIDER
in writing of the results of IPA’s reconsideration of the reduction in
reimbursement
or
the
denial of the Subject Claim, as the case may be. If IPA sustains the appeal,
in
whole or in
part,
then IPA shall include with the written decision a payment or payments (computed
in
accordance
with the provisions of this Section 4) to PROVIDER that reflects the results
of
the
appeal.
If IPA denies the appeal, in whole or in part, then PROVIDER may initiate
arbitration in
accordance
with the provisions of this Agreement to resolve the dispute with IPA concerning
the
reduction
in reimbursement or the denial of the Subject Claim, as the case may be.
The
foregoing
notwithstanding, the provisions of the IPA Policies shall control over any
conflicting
provision
of this section.
ARTICLE
5
ONGOING
OBLIGATIONS OF PROVIDER
5.01 Practice
Standards.
PROVIDER shall furnish Ancillary Services that are
Medically
Necessary and that conform to the generally accepted practices and
standards
prevailing
at the time of service.
5.02 Prior
IPA Approval.
PROVIDER shall comply with the Approval Protocols, as
the
same
may be modified from time to time. PROVIDER agrees and acknowledges that
IPA
shall
not
be responsible to compensate PROVIDER for Ancillary Services furnished without
the
authorization
required by the Approval Protocols. IPA acknowledges that Provider is
providing
pediatric
specialty services at an acute tertiary hospital. IPA agrees to pay Provider
the
negotiated
compensation amount based solely on the level of service provided. The
Current
Procedural
Terminology (CPT Code). Prior written authorization shall not be restricted
to
“low”
or
“moderate” complexity level visits or consults. Provider shall be reimbursed on
“high”
complexity
level visits and consults when billed and documented appropriately.
5.03 Compliance
With Laws and Licensing/Accreditation Requirements.
At all
times
during
the term of this Agreement, PROVIDER shall furnish the Ancillary Services
in
accordance
with the following requirements (as the same may be modified from time to
time):
a.
The
applicable federal, state or municipal statutes or ordinances,
9
b. The
applicable rules and regulations of the Medicare program
c. The
applicable requirements of the Licensing Act, and
d. The
applicable accreditation standards of JCAHO or other national
accreditation
agency accepted by IPA.
5.04 Cooperation
with Medical Directors.
PROVIDER understands that the Payers
place
certain obligations on IPA regarding the quality of care received by
Enrollees.
PROVIDER
further understands that the Payers in certain instances will have the right
to
oversee
and
review the quality of care administered to Enrollees. In recognition of the
foregoing,
PROVIDER
shall cooperate, and shall cause the Personnel to cooperate, with the
medical
directors
of the Payers and IPA in connection with the review of the quality of the
Ancillary
Services
furnished to Enrollees.
5.05 Cooperation
with Utilization Review/Quality Improvement Programs.
PROVIDER
cooperate and comply with the policies and decisions adopted by the
UR/QI
Programs
from time to time. Without limiting the generality of the foregoing, PROVIDER
shall
prepare
and submit utilization reports regarding the Ancillary Services furnished to
Enrollees as
reasonably
requested by IPA from time to time. PROVIDER shall cause the Personnel to
attend
meetings
of the UR/QI Programs as reasonably requested by IPA.
5.06 Cooperation
with Professional Review Program.
PROVIDER shall cause the
Personnel
to participate in and cooperate with the Review Programs that IPA may adopt
or
amend
from time to time. PROVIDER shall cause the Personnel to assist IPA in
reviewing
existing
clinical guidance procedures and to participate in clinical task forces
pertinent to the
area
of
expertise of the Personnel as reasonably requested by IPA from time to
time.
5.07 Non-Discrimination.
PROVIDER shall not differentiate or discriminate in the
performance
of the Ancillary Services on the basis of race, color, national origin,
ancestry, sex,
marital
status, age, Payer, or on any other basis prohibited by applicable federal
and
state laws.
5.08 Record
Keeping Requirements.
PROVIDER shall maintain such books and
records
as may be reasonably necessary for the Payers and IPA to comply with the Act,
as
amended,
and the regulations promulgated by the Department thereunder. PROVIDER
shall
promptly
provide information to the Interested Parties (and/or their authorized
representatives) as
they
specifically request in writing in accordance with the requirements of the
applicable laws
(including
the Act and the Licensure Act). PROVIDER shall provide the Interested
Parties
(and/or
their authorized representatives) with access to the books, records and other
papers
relating
to Ancillary Services furnished to the Enrollees, and to the amount of payments
received
from
Enrollees or from others on behalf of Enrollees. PROVIDER shall provide such
access at
all
reasonable times following not less than five days prior written notice.
PROVIDER agrees to
retain
such books and records for a period of not less than five (5) years from and
after the
effective
date of termination of this Agreement.
5.09 Restrictive
Covenants. For good and valuable consideration the receipt and
10
sufficiency
of which are hereby acknowledged, PROVIDER shall comply with the
Covenants
and
shall
cause the Personnel to comply with the Covenants. The Covenants shall
apply
throughout
the term of this Agreement and for a period of two (2) years following the
effective
date
of
termination of this Agreement for any reason. PROVIDER agrees that IPA may
enforce
all
or
any one of the Covenants with a temporary and permanent injunction in an action
in equity
without
the necessity of proving actual damages. PROVIDER further agrees that IPA
may
obtain
an
ex parte restraining order immediately upon the commencement of any such
action
without
notice. In this regard, PROVIDER agrees that IPA’s remedy at law is inadequate
in the
event
of
an actual or threatened breach of the Covenants, or any one of them.
Accordingly,
PROVIDER
agrees that it will not assert (and will prohibit the Personnel from asserting)
as a
defense
to an action in equity that IPA’s remedy at law is adequate. The remedies set
forth above
shall
be
in addition to, and not in lieu of, any and all other legal and equitable
remedies that may
be
available to IPA, each of which is expressly reserved. For purposes of this
section,
“Covenants”
mean each of the following:
a. Keep
confidential and to refrain from disclosing the Confidential
Information
of IPA. For purposes of this Agreement, “Confidential Information” means
the
professional
and business practices, trade secrets or other confidential or privileged
information
of
IPA
including, without limitation, the following:
(i) The
terms
of the Managed Care Agreements,
(ii) The
terms
of agreements between IPA and Physician Contractors,
(iii)
Business methods,
(iv)
Patient names and addresses,
(v) Financial
statements, and
(vi)
Procedures or protocols relating or pertaining to the practice of
medicine
or surgery.
b. Refrain
from soliciting, attempting to solicit, or otherwise encouraging in
any
manner whatsoever an Enrollee to terminate his or her relationship with IPA
or
any
Physician
Contractor.
c. Refrain
from making any statements one purpose of which is to encourage
an
Enrollee to terminate his or her enrollment with a Payer.
d.
Refrain
from soliciting, attempting to solicit, or otherwise encouraging,
in
any
manner whatsoever, any third party payer (including the Payers) to terminate
a
contract
(including
the Managed Care Agreements) with IPA, to refuse to enter into a contract with
IPA,
or
to
refuse to renew an existing contract with IPA.
11
e. Refrain
from making any disparaging statements about IPA, the Payers, or
the
Physician Contractors.
5.10 Grievance
Procedure.
IPA
and/or the Payers shall establish a grievance procedure
or
procedures from time to time to process Enrollee complaints regarding the
Ancillary Services,
among
other matters. PROVIDER shall comply with (and cause the Personnel to comply
with)
the
terms
of all such grievance procedures.
ARTICLE
6
INSURANCE
AND INDEMNIFICATION
6.01 PROVIDER
Insurance.
PROVIDER shall procure and maintain at its sole cost
and
expense the following insurance coverage:
(I) A
policy
or policies of comprehensive general liability insurance in the
amount
of
at least One Million Dollars ($1,000,000) “per occurrence” and Three Million
Dollars ($3,000,000) in the aggregate per calendar year. The CGL Insurance
shall
provide continuous coverage for injury to or death of any one or more persons
in
or on PROVIDER property.
(ii) A
policy
or policies of insurance covering loss or damage to personal
property,
fixtures or equipment in or on PROVIDER property in an amount not to exceed
the
full replacement cost thereof, as the same may exist from time to time. The
Property Insurance shall provide coverage against all perils included within
the
classification of fire, extended coverage, vandalism, malicious mischief,
sprinkler leakage, flood, and special extended perils (“all risk” as such term
is used in the insurance industry).
(iii) A
policy
or policies of professional liability insurance in such amounts as
may
be
commercially reasonable. The Malpractice Insurance shall provide continuous
coverage for Civil Claims made or threatened against PROVIDER, the Personnel,
and PROVIDER’s other agents, employees and representatives either during or
following the expiration of the term of
this
Agreement.
(iv) A
policy
or policies of worker’s compensation insurance for PROVIDER’s agents, servants,
and employees, including the Personnel, in accordance
with
the
laws of the state of California, as the same may be from time to time
amended.
6.02 Parties
Responsible For Own Acts:
Each
party shall be responsible for its own
acts
or
failures to act in connection with the performance of Covered Services.
Accordingly,
12
neither
party shall be responsible for the acts or failures to act of the other party
in
connection
with
the
performance of Covered Services under this agreement.
ARTICLE
7
PATIENT
RECORDS
7.01 Creation
of Patient Records.
PROVIDER shall ensure that a medical record is
established
and maintained for each Enrollee referred by the Physician Contractors for
Ancillary
Services.
PROVIDER shall ensure that the medical record is created and maintained
in
accordance
with applicable laws. PROVIDER shall keep the medical records of the
Enrollees
confidential,
and shall take all reasonable and appropriate precautions to prevent
the
unauthorized
disclosure of the medical and other records prepared or maintained by
PROVIDER
and
relating to the Enrollees. PROVIDER shall at all times provide IPA and the
Physician
Contractors
with access to all patient records of Enrollees.
7.02 Ownership
of and Access to Patient Records.
IPA
agrees and acknowledges that
any
and
all medical records created by PROVIDER in connection with the performance
of
the
Ancillary
Services shall be the sole and exclusive property of PROVIDER. Notwithstanding
the
foregoing,
PROVIDER shall provide or arrange to provide IPA, the Physician Contractors
and
the
Payers with copies of any such medical records at PROVIDER’s sole cost and
expense
promptly
following receipt of a request therefor.
7.03 Confidentiality.
PROVIDER
shall take the appropriate precautions necessary and
desirable
to keep confidential and to prevent the unauthorized disclosure of all medical
and other
records
prepared or maintairLed by PROVIDER and pertaining to Enrollees.
7.04 Compliance
with HIPAA.
PROVIDER shall adopt and implement policies and
procedures
relating to the use or disclosure of individually identifiable health
information,
including
but not limited to policies and procedures required by the privacy
regulations
promulgated
under the Health Insurance Portability and Accountability Act of 1996, as
amended.
ARTICLE
8
TERMINATION
OF TILE AGREEMENT
8.01 Initial
Term.
The
Initial Term will commence on the Effective Date. Thereafter,
the
Initial Term shall renew automatically for successive 12-month periods unless
and until
terminated
in accordance with the terms of this Agreement.
8.02 Termination
With Cause.
Either
party shall be permitted to terminate this
Agreement
immediately upon a breach by such other party of a material provision of
this
Agreement.
Notwithstanding the foregoing, the Non-Defaulting Party shall notify the
Defaulting
Party
in
writing of the alleged defect and allow the Defaulting Party a reasonable
opportunity to
cure
the
alleged defect. If the Defaulting Party falls to cure the defect within a
reasonable time,
or
if the
alleged defect is not susceptible to cure within such time, then the
Non-Defaulting Party
13
shall
be
permitted to terminate this Agreement immediately with notice to the Defaulting
Party.
8.03 Termination
With Notice.
Either
party may terminate this Agreement without
cause
and
without penalty, by giving the other party not less than ninety (90) days prior
written
notice.
8.04 Termination
in the Event of Government Action.
If
either party receives notice of
any
Action, then the parties shall attempt to amend this Agreement in order to
comply with the
Action.
If the parties, acting in good faith, are unable to make the amendments
necessary to
comply
with the Action, or., alternatively, if the parties determine in good faith
that
compliance
with
the
Action is impossible or infeasible, then this Agreement shall terminate
immediate upon
written
notice by either party. For the purposes of this section, the term “Action”
means any
legislation,
regulation, rule or procedure passed, adopted or implemented by any federal,
state or
local
government or legislative body or any private agency, or any notice of a
decision, finding,
or
action
by any governmental or private agency, court or other third party which, in
the
good
faith
opinion of counsel to either party, if or when implemented, would:
a. Revoke
or
jeopardize any license granted to IPA or to PROVIDER,
b. Revoke
or
jeopardize the federal, state or local tax-exempt status of
PROVIDER
or its tax-exempt financial obligations, if any,
c. Impose
any unrelated business income tax on PROVIDER, if
applicable,
d. Prevent
IPA and/or the Physician Contractors from being able to
access
and use PROVIDER facilities,
e. Prohibit
Physician Contractors from referring patients, including
Enrollees,
to PROVIDER, or
f. Subject
PROVIDER, the IPA Parties, or the Physician Contractors
to
civil
or criminal prosecution on the basis of their participation in executing this
Agreement or
performing
their respective obligations under this Agreement.
8.05 Continuing
Payment Obligation.
After
the effective date of termination of this
Agreement,
IPA shall compensate PROVIDER for any and all Ancillary Services furnished
to
Enrollees
prior to the effective date of termination of this Agreement in accordance
with
(and
subject
to) the provisions of Article 4 hereof. The foregoing notwithstanding, if IPA
terminates
this
Agreement on account of a breach by PROVIDER, then IPA shall be entitled to
offset any
amounts
due to PROVIDER, for the damages suffered or to be suffered by IPA as a result
of such
breach
by
PROVIDER. The right to offset shall not be an exclusive remedy, and the exercise
by
IPA
of
such right shall not constitute an election of remedies by IPA (or construed
as
an election
of
remedies by IPA).
16
ARTICLE
9
RELATIONSHIP
OF PARTIES
9.01 Independent
Contractors.
The
parties agree and acknowledge that IPA is
engaging
PROVIDER and the Personnel as independent contractors in the performance of
the
Ancillary
Services contemplated by this Agreement. It is further mutually understood
that
IPA
shall
neither have nor exercise any control or direction over the methods by which
PROVIDER
or
the
Personnel furnish the Ancillary Services. It is expressly agreed by the parties
that no work,
act,
commission or omission of PROVIDER or the Personnel shall be construed to make
or
render
IPA or the Physician Contractors the partner, agent, employee or servant of
PROVIDER.
PROVIDER
shall pay or procure all salary, compensation, benefits, payroll taxes, and
similar
items
to
or for all of the Personnel.
9.02 Non-Exclusive
Arrangement.
PROVIDER acknowledges that it is not the
exclusive
provider of Ancillary Services to Enrollees, and that Physician Contractors
can
refer
Enrollees
to any other party for the provision of Ancillary Services. PROVIDER
acknowledges
that
IPA
has the right to enter into agreements with other facilities that contemplated
the
provision
of Ancillary Services on terms identical or substantially similar to the terms
contained
in
this
Agreement.
ARTICLE
10
GENERAL
PROVISIONS
10.01 Notices.
Any
notice required or permitted to be given hereunder by a party to
another
party may be given by personal delivery in writing or by registered or certified
mall,
postage
prepaid, with return receipt requested. Notices shall be addressed to the
parties at the
following
addresses:
To
IPA: LaSalle
Medical Associates
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇., #▇▇▇
▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To
PROVIDER: Effective
Health, Inc.
Dba
Sespe
Pharmacy
▇▇▇
▇▇▇▇▇
▇▇▇., ▇▇▇▇ ▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Each
party may change such party’s address by written notice in accordance with this
paragraph.
Notices
delivered personally will be deemed communicated as of actual receipt; mailed
notices
will
be
deemed communicated as of three (3) days after mailing.
15
10.02 Entire
Agreement Of The Parties.
This
Agreement supersedes any and all
agreements,
either written or oral, between the parties hereto with respect to the subject
matter
contained
herein as of the effective date of this Agreement. This Agreement contains
all
of the
covenants
and agreements between the parties with respect to the performance of the
Ancillary
Services.
Each party acknowledges that no representation, inducements, promises,
or
agreements,
orally or otherwise, have been made by either party, or anyone acting on behalf
of
either
party, which are not embodied herein, and that no other agreement, statement,
or
promise
not
contained in this Agreement shall be valid or binding. Except as otherwise
provided herein,
any
modification of this Agreement will be effective only if such modification
is in
writing
signed
by
the party to be charged.
10.03 Amendment.
PROVIDER hereby consents upon notice from IPA to an
amendment
to this Agreement made necessary or desirable by the terms of the Managed
Care
Agreements,
the Act, or any rule or regulation promulgated under the Act or by the
Department.
All
other
amendments to this Agreement must be mutually agreed to by the parties
and
confirmed
in a written instrument signed by the party or parties to be
charged.
10.04 Arbitration.
Any
dispute arising out of or relating to this Agreement that cannot
be
resolved in good faith by the parties shall be resolved through binding
arbitration pursuant to
the
Arbitration Statute. Each party shall have the rights to discovery as
specifically set forth in
Section
1283.05 of the Arbitration Statute. A party seeking to arbitrate any such
dispute shall
serve
a
written notice to arbitrate pursuant to this section on the other party. An
arbitration
hearing
shall be held before a single arbitrator jointly selected by the parties. The
arbitrator shall
be
selected from a list of retired superior court judges from the County of Los
Angeles. If the
parties
are unable to agree on the appointment of a single arbitrator within ten (10)
days, then
each
party shall appoint one arbitrator (who need not be a retired superior court
judge) within
three
(3)
clays thereafter. The two arbitrators together shall select a third arbitrator
who shall be a
retired
superior court judge and who shall serve as the sole arbitrator of the dispute.
The
arbitrator
shall decide the dispute in accordance with the procedures set forth in the
Arbitration
Statute
within fifteen (15) days following the conclusion of the hearing. The prevailing
party in
such
action shall be entitled to recover all reasonably incurred costs and expenses
accorded by
the
arbitrator, including reasonable attorneyst fees, incurred by such party in
connection with
such
action. The decision of the arbitrator shall be final and binding on both
parties for any and
all
purposes. Judgment upon any award rendered by the arbitrator may be entered
in
any court of
competent
jurisdiction. All arbitration proceedings pursuant to this Agreement shall
be
held and
conducted
in Los Angeles, California.
10.05 Governing
Law.
This
Agreement shall be governed by and construed in
accordance
with the laws of the state of California.
16
10.06 Assignment.
This
Agreement shall be binding upon and inure to the benefit of the
successors,
assigns, personal representatives, heirs and legatees of the respective parties
hereto.
The
foregoing notwithstanding, neither party may assign or delegate their respective
obligations
hereunder
without the prior written consent of the other party, which consent shall not
be
unreasonably
withheld.
10.07 Referrals.
IPA and
the Physician Contractors shall be entitled to refer Enrollees to
any
hospital or other facility or Provider for the provision of the Ancillary
Services. No term of
this
Agreement shall be construed as requiring or inducing IPA or the Physician
Contractors to
refer
Enrollees to PROVIDER.
10.08 Ambiguities.
The
parties hereby agree and acknowledge that the terms of this
Agreement
were negotiated in good faith and at arms’ length. The parties further agree
and
acknowledge
that they were afforded the opportunity to obtain the advice of legal counsel
in
connection
with the negotiation of the terms of this Agreement. Accordingly, the parties
agree
and
acknowledge that any ambiguous terms or conditions contained in this Agreement
shall not
be
interpreted or construed against either such party.
10.09 Severability.
If any
provision of this Agreement is determined to be illegal or
unenforceable,
then such provision shall be severed from this Agreement, and such
severance
shall
have no effect upon the enforceability of the remainder of this
Agreement.
10.10 Survival.
The
obligations of the parties under this Agreement shall survive the
Consummation
of the transactions set forth in this Agreement, and shall continue to be
binding on the parties after the termination of this Agreement.
10.11 Waiver.
No
failure of a party to detect or protest a breach of any of its
rights
under
this Agreement shall be deemed a waiver of any of the aggrieved party’s rights.
A waiver
of
any
provision of this Agreement shall not be construed as a waiver of any other
provision.
The
waiver by a party of any breach of any provision of this Agreement shall not
be
deemed to
be
a
waiver of such provision or any subsequent breach of the same or any other
provision. Any
waiver
of
fights shall only occur by a written document specifying the specific right
waived and
the
specific circumstances covered by the waiver, and shall be signed by an
authorized
representative
of the party granting the waiver.
10.12 Confidentiality.
Neither
party shall disclose any of the terms of this Agreement to
any
other
person or entity, except as required by law, without the prior written consent
of the
other
party. The foregoing prohibition shall not apply to disclosures to the agents,
professional
advisors,
representatives, or employees of either party with a good faith need to
know.
10.13 Duplicate
Originals.
This
Agreement may be executed in one or more
counterparts,
each of which shall be deemed to be an original, but all of which together
shall
constitute
one and the same instrument.
10.14 Headings.
The
subject headings of the articles and sections of this Agreement are
included
for purposes of convenience only, and shall not effect the construction or
interpretation
of
any of
its provisions.
17
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date
and
year
first written above.
IPA
LaSalle
Medical Associates
▇▇▇▇▇▇
▇▇▇▇▇▇▇, MD
By: /s/
▇▇▇▇▇▇ Arteager, MD
Its: President
PROVIDER
Effective Health, Inc.
By: /s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its:
CEO
Tax
ID#
18
EXHIBIT
A
FEE
SCHEDULE
19