Common use of SUBCONTRACTING PERFORMANCE Clause in Contracts

SUBCONTRACTING PERFORMANCE. 5.1 IDS shall provide directly, or through appropriate arrangement with Hospital(s), Physicians and other health care providers for the provision of medical services to Members. It is understood and agreed that IDS shall maintain written agreements with IDS Hospitals, IDS Physicians, and IDS Providers as necessary to perform the services required under this Agreement, and in a form comparable to, and consistent with, the terms and conditions established in this Agreement, and in a form approved by HUMANA. A sample copy of the agreement(s) between the providers noted above and IDS, in effect at the time of the signing of this Agreement, are included herein in Attachment I. In the event of a conflict between the language of IDS health care provider agreements noted above and this Agreement arise, the language in this Agreement shall control. IDS agrees to notify HUMANA of any material change(s) to the aforementioned agreements at least thirty (30) days prior to implementing such change(s), during which period, HUMANA may object to the change(s). HUMANA’s notice of objection shall not preclude IDS’s implementation of such change(s), but IDS agrees that any such change(s) shall not be contrary to, or in violation of, or inconsistent with the terms of this Agreement. In the event HUMANA notifies IDS of its objection, both parties agree to make a good faith effort to resolve such dispute in a timely manner. 5.2 All IDS Hospitals, IDS Physicians, and IDS Providers, and all of their respective employees and other health care providers, as well as those employees and other health care providers of IDS required to be credentialed, as applicable, shall be subject to HUMANA’s credentialing process prior to receiving status as a HUMANA Participating Provider. 5.3 IDS represents and warrants that it is authorized to negotiate terms and conditions of provider agreements and further to execute such provider agreements for and on behalf of IDS Hospitals, IDS Physicians, and IDS Providers. 5.4 Upon request, IDS agrees to disclose to HUMANA within a reasonable time period not to exceed thirty (30) days, or such lesser period of time required for HUMANA to comply with all applicable state and federal laws, rules and regulations, from such request, all of the terms and conditions of any payment arrangement that constitutes a physician incentive plan as defined by the Health Care Financing Administration (“HCFA”) and/or any state or federal law, rule or regulation, between IDS, IDS Hospitals, IDS Physicians, IDS Providers and IDS Physicians. Such disclosure shall be in the form of a certification, or other form as required by HCFA, or other form as required by HCFA, by IDS and shall identify, at a minimum: (I) whether services not furnished by the IDS Physician(s) are included; (II) the type of incentive plan, including the amount, identified as a percentage, of any withhold or bonus; (III) the amount and type of any stop-loss coverage provided for or required of the IDS Physicians and (IV) the IDS Physician(s) patient panel size, broken down by total IDS Physicians’ panel and individual IDS Physician panel size, by the type of insurance coverage (i.e., Commercial HMO, Medicare HMO and Medicaid HMO.). 5.5 IDS shall have, for the term of this Agreement, agreements with licensed providers of medical services that: (I) shall include terms and conditions which comply with all applicable requirements for provider agreements under state and federal laws, rules and regulations; and (II) shall appoint HUMANA as the IDS’s authorized agent for payment of claims for Covered Services rendered to HUMANA Members submitted by such licensed providers and (IV) shall contain provisions for holding HUMANA harmless from and against any and all disputes between such licensed providers and HUMANA concerning the adjudication and the amount of the payment of the claims to the extent HUMANA relies on IDS’s adjudication of such claims submitted for Covered Services rendered to HUMANA Members. In addition, from and after the Effective Date hereof, agreements with independent contractor IDS Hospitals, IDS Physicians and IDS Providers shall contain a provision to extend automatically at HUMANA’s election, the terms of such agreements to HUMANA in the event this Agreement terminates for any reason for the lesser of the remaining term of such agreements or one (1) year. 5.6 In the event IDS acquires, through an asset acquisition, merger, consolidation, lease or other means, or enters into a management agreement to manage the practice of physician(s) or physician groups in Dade, Broward, and Palm Beach counties, and such practices or groups have in effect an agreement with HUMANA to provide medical services to HUMANA Members on a capitated, percentage of premium or other risk sharing basis at rates which are more favorable to HUMANA than those contained herein, the rates contained herein shall be adjusted to reflect a blended rate by product weighted by the relative number of Members at the newly acquired or managed practice(s); provided, however, such blended rate shall in no event result in an increase in the total funding by HUMANA to IDS hereunder regardless of whether the newly acquired practice’s reimbursement from HUMANA is more favorable or not. 5.7 In the event that a IDS Hospital, IDS Physician or IDS Provider is a party to more than one agreement with HUMANA for the provision of Covered Services to Members, such IDS Hospital, IDS Physician, and/or IDS Provider will be reimbursed by HUMANA under the payment arrangements under the most cost-effective agreement for the applicable Covered Service between HUMANA and IDS Hospital, IDS Physician, and/or IDS Provider, respectively. However, in the event that a hospital, physician, and/or ancillary health care provider, member of IDS declines participation under this Agreement prior to the execution of this Agreement, or in the event IDS is dissolved for whatever reason, and to the extent such hospital, physician, and/or ancillary health care provider is a party to another agreement with HUMANA, reimbursement for the provision of Covered Services to Members shall be in accordance with such other agreement between HUMANA and the hospital, physician, and/or ancillary health care provider, as designated by HUMANA.

SUBCONTRACTING PERFORMANCE. 5.1 IDS PPM shall provide directly, or through appropriate arrangement with Hospital(s), PPM Physicians and other health care providers for the provision of medical services, medical services to Members. It is understood and agreed that IDS said PPM shall maintain written agreements with IDS Hospitals, IDS the PPM Physicians, and IDS Providers as necessary to perform the services required under this Agreementother licensed providers of medical care where applicable, and in a form comparable to, and consistent with, the terms and conditions established in this Agreement, and in a form approved by HUMANA. A sample copy of the agreement(s) agreement between the providers noted above PPM and IDS, PPM Physicians in effect at the time of the signing of this Agreement, are included herein Agreement is attached in Attachment I. In the event of a conflict between the language of IDS health care provider the PPM Physician agreements noted above and this Agreement ariseAgreement, the language in this Agreement shall control. IDS PPM agrees to notify HUMANA of any material change(s) to the aforementioned agreements at least thirty (30) days prior to implementing such change(s), during which period, HUMANA may object to the change(s). HUMANA’s 's notice of objection shall not preclude IDS’s PPM's implementation of such change(s), but IDS PPM agrees that any such change(s) shall not be contrary to, or in violation of, or inconsistent with the terms of this Agreement. In the event HUMANA notifies IDS PPM of its objection, both parties agree to make a good faith effort to resolve such dispute in n a timely manner. 5.2 All IDS Hospitals, IDS Physicians, and IDS Providers, and all of their respective employees PPM Physicians and other health care providers, as well as those employees and other health care providers of IDS required medical services providing services to be credentialed, as applicable, HUMANA Members shall be subject to HUMANA’s 's credentialing process prior to receiving status as a HUMANA Participating Provider. 5.3 IDS PPM represents and warrants that it is authorized to negotiate terms and conditions of provider physician agreements and further to execute such provider agreements for and on behalf of IDS Hospitals, IDS PPM Physicians, and IDS Providers. 5.4 Upon request, IDS PPM agrees to disclose to HUMANA within a reasonable time period not to exceed thirty (30) days, or such lesser period of time required for HUMANA to comply with all applicable state and federal laws, rules and regulations, from such request, all of the terms and conditions of any payment arrangement that constitutes a physician incentive plan as defined by the Health Care Financing Administration (“HCFA”) and/or any state or federal law, rule or regulation, between IDS, IDS Hospitals, IDS Physicians, IDS Providers and IDS Physicians. Such disclosure shall be in the form of a certification, or other form as required by HCFA, or other form as required by HCFA, by IDS and shall identify, at a minimum: (I) whether services not furnished by the IDS Physician(s) are included; (II) the type of incentive plan, including the amount, identified as a percentage, of any withhold or bonus; (III) the amount and type of any stop-loss coverage provided for or required of the IDS Physicians and (IV) the IDS Physician(s) patient panel size, broken down by total IDS Physicians’ panel and individual IDS Physician panel size, by the type of insurance coverage (i.e., Commercial HMO, Medicare HMO and Medicaid HMO.). 5.5 IDS shall have, for the term of this Agreement, agreements with licensed providers of medical services that: (I) shall include terms and conditions which comply with all applicable requirements for provider agreements under state and federal laws, rules and regulations; and (II) shall appoint HUMANA as the IDS’s authorized agent for payment of claims for Covered Services rendered to HUMANA Members submitted by such licensed providers and (IV) shall contain provisions for holding HUMANA harmless from and against any and all disputes between such licensed providers and HUMANA concerning the adjudication and the amount of the payment of the claims to the extent HUMANA relies on IDS’s adjudication of such claims submitted for Covered Services rendered to HUMANA Members. In addition, from and after the Effective Date hereof, agreements with independent contractor IDS Hospitals, IDS Physicians and IDS Providers shall contain a provision to extend automatically at HUMANA’s election, the terms of such agreements to HUMANA in the event this Agreement terminates for any reason for the lesser of the remaining term of such agreements or one (1) year. 5.6 In the event IDS acquires, through an asset acquisition, merger, consolidation, lease or other means, or enters into a management agreement to manage the practice of physician(s) or physician groups in Dade, Broward, and Palm Beach counties, and such practices or groups have in effect an agreement with HUMANA to provide medical services to HUMANA Members on a capitated, percentage of premium or other risk sharing basis at rates which are more favorable to HUMANA than those contained herein, the rates contained herein shall be adjusted to reflect a blended rate by product weighted by the relative number of Members at the newly acquired or managed practice(s); provided, however, such blended rate shall in no event result in an increase in the total funding by HUMANA to IDS hereunder regardless of whether the newly acquired practice’s reimbursement from HUMANA is more favorable or not. 5.7 In the event that a IDS Hospital, IDS Physician or IDS Provider is a party to more than one agreement with HUMANA for the provision of Covered Services to Members, such IDS Hospital, IDS Physician, and/or IDS Provider will be reimbursed by HUMANA under the payment arrangements under the most cost-effective agreement for the applicable Covered Service between HUMANA and IDS Hospital, IDS Physician, and/or IDS Provider, respectively. However, in the event that a hospital, physician, and/or ancillary health care provider, member of IDS declines participation under this Agreement prior to the execution of this Agreement, or in the event IDS is dissolved for whatever reason, and to the extent such hospital, physician, and/or ancillary health care provider is a party to another agreement with HUMANA, reimbursement for the provision of Covered Services to Members shall be in accordance with such other agreement between HUMANA and the hospital, physician, and/or ancillary health care provider, as designated by HUMANA.and