"ALL SECTIONS MARKED WITH TWO ASTERISKS ("**") REFLECT PORTIONS WHICH HAVE
BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION BY PROSPECT MEDICAL HOLDINGS, INC. AS PART OF A REQUEST FOR
CONFIDENTIAL TREATMENT."
IPA MEDICARE PARTIAL RISK SERVICES AGREEMENT
BETWEEN
PACIFICARE OF CALIFORNIA
AND
PROSPECT MEDICAL GROUP, INC.
PACIFICARE
IPA MEDICARE PARTIAL RISK SERVICES AGREEMENT
THIS IPA MEDICARE PARTIAL RISK SERVICES AGREEMENT is made and entered into
this 1 day of August, 1993, by and between PACIFICARE OF CALIFORNIA
("PacifiCare"), a California corporation, and Prospect Medical Group, Inc.,
("IPA"), a California corporation, with reference to the following facts:
A. PacifiCare operates a prepaid health service plan which arranges for
certain Medical Services to be provided to persons eligible to receive benefits
who are enrolled as Subscribers in the Secure Horizons Medical and Hospital Plan
in a manner consistent with the laws of the United States and the State of
California.
B. PacifiCare desires to provide a quality direct service prepaid health
delivery system which maximizes the utilization of innovative methods to promote
the efficient, economical delivery of health care, and to develop and implement
programs of health education and health maintenance for its Subscribers.
C. PacifiCare has a contract with the Health Care Financing
Administration ("HCFA") of the United States Government to provide Medicare
benefits to eligible persons.
D. IPA has as its primary objective the delivery of health services
through agreements and active participation with medical groups and/or clinics
and their physicians, and other related health professionals and technicians,
all of which are licensed in the State of California.
E. IPA and its Member Physicians desire to participate in the Secure
Horizons Medical and Hospital Plan by arranging for or providing Medical
Services in coordination with PacifiCare, its Subscribers and participating
hospitals on a prepaid basis.
F. PacifiCare and IPA, on behalf of IPA and its Member Physicians, deem
it in their best interests to enter into a renewable Agreement, whereby IPA
agrees to provide or arrange for ("provide") Medical Services to PacifiCare
Subscribers enrolled in the Secure Horizons Medical and Hospital Plan in the IPA
Service Area.
NOW THEREFORE, it is agreed as follows:
1. DEFINITIONS
Whenever used in this Agreement, the following terms shall have the
definitions contained in this Section 1:
1
1.01 AGREEMENT - is this PacifiCare IPA Medicare Partial Risk Services
Agreement, dated as stated above, and all attachments, addendums and amendments
hereto.
1.02 CAPITATION PAYMENTS - are payments made to IPA by PacifiCare on a
prepaid basis for the Medical Services to be provided under this Agreement.
1.03 CATASTROPHIC CASE - is any single medical condition, including
complications arising from such medical condition, where the total cost of
Health Care Services to treat such condition is expected to exceed
[ ** ] per condition, regardless of payment source.
1.04 CONFORMANCE REQUEST - is a written request made by PacifCare to IPA to
correct the performance of an IPA Member Physician or Specialist Physician
to conform to the provisions of this Agreement.
1.05 COPAYMENTS - are charges pursuant to the Secure Horizons Medical and
Hospital Plan which may be charged to the Subscriber by IPA at the time of the
provision of Medical Services which are in addition to the Capitation Payments
made to IPA by PacifiCare.
1.06 COST OF CARE - is the value of Medical Services as defined in this
Agreement and as calculated pursuant to the formula set forth in Attachment A4,
incorporated in full herein by reference.
1.07 ELIGIBILITY LIST - is a list of Subscribers to whom IPA shall provide
Medical Services.
1.08 EMERGENCY SERVICES - are those Medical Services that are provided for
the treatment of acute injury or illness requiring immediate medical attention
and which threaten life or limb, or which involve uncontrollable bleeding, or
loss of consciousness, or which cannot be delayed without possible serious
effects on the health of the Subscriber.
1.09 HCFA - is the Health Care Financing Administration, an administrative
agency of the United States Government.
1.10 HOSPITAL - is an acute care facility located in the IPA Service Area
licensed as an acute care hospital under the laws of the State of California and
which has entered into a written agreement with PacifiCare to provide Hospital
Services to Subscribers. For the purpose of this Agreement, Hospital shall
initially include St. Jude Medical Center, an acute care licensed hospital
located at 000 Xxxx Xxxxxxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000. IPA shall
coordinate the provision of Hospital Services to Subscribers with Hospital
pursuant to the terms of this Agreement.
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1.11 HOSPITAL DAY - is any period up to twenty-four (24) hours
commencing at 12:00 a.m. or 12 p.m., whichever is used by Hospital, during
which a Subscriber is eligible to receive Hospital Services and actually
receives Hospital Services from Hospital.
1.12 HOSPITAL SERVICES - are the Medical Services described in Attachment
A1, incorporated in full herein by reference, which Hospital and other providers
shall provide to Subscribers pursuant to the Secure Horizons Medical and
Hospital Plan.
1.13 IPA - is the medical group or independent practice association
identified in the first paragraph of this Agreement and its Member Physicians,
all of whom are licensed to practice medicine or osteopathy in the State of
California at the IPA Facilities.
1.14 IPA FACILITIES - are those facilities whose locations are listed in
Attachment F, attached hereto and incorporated in full herein by reference,
where Medical Services shall be available to Subscribers pursuant to this
Agreement.
1.15 IPA SERVICE AREA - is the geographical area within a thirty (30)
mile radius of Hospital. The thirty (30) mile radius commences with the
address of Hospital and extends for thirty (30) miles over the shortest route
using public streets and highways.
1.16 MEDICAL SERVICES - are all authorized health care services to which
Subscribers are entitled under the Secure Horizons Medical and Hospital Plan,
some of which, excluding Hospital Services, are summarized in Attachment A2,
incorporated in full herein by reference.
1.17 MEDICALLY NECESSARY SERVICES - are Medical Services which are required
by Subscriber as determined by IPA in accordance with accepted medical and
surgical practices and standards in the community and the professional standards
recommended by PacifiCare's Quality Assurance Committee and IPA's Utilization
Review Committee.
1.18 MEMBER PHYSICIANS - are physicians, surgeons and osteopaths, licensed
to practice medicine in the State of California, who have an ownership interest
in, are employed by, or contract with, IPA.
1.19 MONTHLY HCFA PAYMENT - is the revenue received by PacifiCare each
month from HCFA, as determined by HCFA, for the Medical and Hospital Services
each Subscriber is to be provided minus any Benefit Withhold.
1.20 OUTSIDE PROVIDERS - are licensed physicians, surgeons, osteopaths,
paramedical personnel, hospitals and other health care facilities which provide
Medical Services to Subscribers eligible
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to receive benefits under the Secure Horizons Medical and Hospital Plan but
which do not have written agreements with IPA or Hospital and which are not
Specialist Physicians.
1.21 PARTICIPATING MEDICAL GROUP - includes IPA and its Member Physicians
and is any group of duly-licensed doctors of medicine or osteopathy which has
entered into a written agreement with PacifiCare to provide Medical Services to
Subscribers in conjunction with the Secure Horizons Medical and Hospital Plan.
1.22 PRO PROGRAM - is the provider utilization review program developed by
HCFA for providers of Medical Services.
1.23 QUALITY ASSURANCE COMMITTEES - are committees separately established
by IPA and PacifiCare which shall separately establish, maintain and perform
quality assurance review of Medical Services provided to Subscribers as
reasonably required by PacifiCare, the State of California, the Department of
Corporations or Health and Human Services, HCFA, the Office of Qualification and
Compliance, or any other governmental agencies with regulatory or enforcement
jurisdiction over PacifiCare or this Agreement.
1.24 RISK REIMBURSEMENT PLAN - is PacifiCare's Medicare Medical and
Hospital Services Plan under which PacifiCare contracts with Medicare to be
reimbursed on a per capita basis for each class of Medicare beneficiary enrolled
in the plan.
1.25 SECURE HORIZONS MEDICAL AND HOSPITAL PLAN - is the prepaid health
services plan offered by PacifiCare as described in the Secure Horizons Medical
and Hospital Subscriber Agreement, and attachments, addendums and amendments
thereto, a copy of which is attached hereto as Attachment B and incorporated in
full herein by reference.
1.26 SPECIALIST PHYSICIANS - are physicians who have written agreements
with IPA to provide Medical Services to Subscribers on a referral basis and who
do provide such Medical Services at offices or facilities which are not IPA
Facilities.
1.27 SUBSCRIBER - is an individual who is enrolled in the Secure Horizons
Medical and Hospital Plan, who meets all the eligibility requirements for
membership in such plan and for whom all applicable Subscriber Premiums have
been paid and received by PacifiCare.
1.28 SUBSCRIBER PREMIUMS - are charges pursuant to the Secure Horizons
Medical and Hospital Plan which, if applicable, are required to be paid by
Subscribers to PacifiCare on a monthly basis in order for Subscribers to receive
Medical Services.
4
1.29 SURCHARGES - are additional fees not disclosed to the Subscriber for
Medical Services and which are not allowable Copayment charges.
1.30 URGENTLY NEEDED SERVICES - are Medical Services which are required
without delay, in order to prevent serious deterioration of Subscriber's health
as the result of an unforseen illness or injury while the Subscriber is
temporarily absent from the IPA Service Area.
1.31 UTILIZATION REVIEW COMMITTEE - is an IPA committee of at least three
(3) Member Physicians which is established and maintained, in accordance with
the provisions of Section 3.13 herein, to develop a utilization control program
outlining procedures for the efficient use of resources, consistent with state
and federal law, for the rendition of Medical Services. The Utilization Review
Committee shall review elective Referrals and hospital admissions on a
concurrent and prospective basis and Emergency Services, Urgently Needed
Services and hospital admissions on a retrospective basis.
1.32 BENEFIT WITHHOLD - is the portion of the HCFA revenue received and
retained by PacifiCare each month as outlined in Paragraph 5, which is earmarked
for provision of benefits to Subscribers which are offered in addition to
Medical Services and Hospital Services.
2. RELATIONSHIP OF PARTIES
2.01 IPA PARTICIPATION - The execution of this Agreement shall qualify IPA
to participate in the rendition of Medical Services to Subscribers pursuant to
the terms of the Secure Horizons Medical and Hospital Plan, as amended from time
to time. Subject to Section 12.11 herein, PacifiCare shall notify IPA of any
material amendments to the Secure Horizons Medical and Hospital Plan, which
amendments shall become effective upon thirty (30) days written notice by
PacifiCare to IPA, and IPA has not objected to PacifiCare in writing within the
thirty (30) day period to be bound by such amendments. IPA approval of such
amendments shall not be unreasonably withheld. If IPA does provide PacifiCare
reasonable written objection to be bound by such amendments within the thirty
(30) day period, such amendments to the Secure Horizons Medical and Hospital
Plan shall have no force or effect on IPA.
2.02 LIABILITY FOR OBLIGATIONS - Notwithstanding any other section or
provision of this Agreement, nothing contained herein shall cause either party
to be liable or responsible for any debt, liability, or obligation of the other
party or any third party, unless such liability or responsibility is expressly
assumed by the party sought to be charged therewith. Each party shall be solely
responsible for and shall indemnify and hold the other party harmless against
any obligation for the payment of wages,
5
salaries or other compensation (including all state, federal and local taxes and
mandatory employee benefits), insurance and voluntary employment-related or
other contractual or fringe benefits as may be due or payable by the party to or
on behalf of such party's employees, agents and representatives.
2.03 INDEPENDENT CONTRACTOR - The relationship between PacifiCare and IPA
is an independent contractor relationship. Neither IPA nor members, partners,
employees or agents of IPA are employees or agents or PacifiCare and neither
PacifiCare nor any employee or agent of PacifiCare is a member, partner,
employee or agent of IPA. As such, all medical decisions are rendered solely by
IPA and not by PacifiCare. IPA is solely responsible for all Medical Services
arranged by IPA and provided to Subscribers. None of the provisions of this
Agreement shall be construed to create a relationship of agency, representation,
joint venture, ownership, control of employment between the parties other than
that of independent parties contracting solely for the purposes of effectuating
this Agreement.
2.04 DUTY TO DEFEND AND INDEMNIFY - To the extent not covered by
insurance maintained by PacifiCare, whether because of liability in excess of
the policy limits or because of the occurrence of a non-insured event, IPA
shall defend, indemnify and hold harmless PacifiCare from and against any
claim, loss, damage, cost, expense or liability arising out of or related to
the performance or nonperformance by IPA, its Specialist Physicians or
employees of any Medical Services to be performed or arranged by IPA under
this Agreement. It is understood and agreed by PacifiCare that the foregoing
indemnification obligation is in no way whatsoever intended to reduce or
eliminate any insurance coverage maintained by IPA and that PacifiCare shall
be entitled to indemnification from IPA only for claims, losses, damages,
costs, expenses or liabilities in excess of the applicable insurance policy
limits or arising from uninsured events or occurrences.
To the extent not covered by insurance maintained by IPA, whether because
of liability in excess of the policy limits or because of the occurrence of a
non-insured event, PacifiCare shall defend, indemnify and hold harmless IPA from
and against any claim, loss, damage, cost, expense or liability arising out of
or related to the performance or nonperformance of PacifiCare, its employees or
agents of any service to be performed or provided by PacifiCare under this
Agreement. It is understood and agreed by IPA that the foregoing indemnification
obligation is in no way whatsoever intended to reduce or eliminate any insurance
coverage maintained by PacifiCare and that IPA shall be entitled to
indemnification from PacifiCare only for claims, losses, damages, costs,
expenses or liabilities in excess of the applicable insurance policy limits or
arising from uninsured events or occurrences.
6
3. DUTIES OF IPA
3.01 IPA RESPONSIBILITIES - IPA agrees to arrange for or provide Medical
Services twenty-four (24) hours a day in coordination with PacifiCare and with
Hospital and other providers, as necessary, for each Subscriber who has
designated IPA as his or her Participating Medical Group. IPA shall be
financially responsible for all Medical Services specified in Attachment A2,
incorporated in full herein by reference, provided to Subscribers for whom IPA
is to receive monthly Capitation Payment from PacifiCare based upon the
PacifiCare provided Eligibility List. IPA shall be responsible for determining
whether Subscribers are eligible for Medical Services on the basis of the most
current Eligibility List supplied to IPA by PacifiCare. Updated eligibility
information shall be available from PacifiCare as needed on the basis of the
most current information supplied PacifiCare by HCPA.
3.02 STANDARDS - All Medical Services arranged for or provided by IPA
and its Member Physicians shall be provided by professional personnel and at
physical facilities according to generally accepted standards of medical
practice and management in the community. IPA further agrees to provide or
arrange for Referrals to Specialist Physicians and facilities as are
necessary, appropriate, and in accordance with generally accepted standards
of medical practice in the community in compliance with the standards
developed by PacifiCare's Quality Assurance Committee. If IPA contracts with
Specialist Physicians to provide Medical Services under this Agreement, IPA
shall require such Specialist Physicians to provide IPA with the
credentialing information set forth herein. IPA shall obtain and maintain
information concerning each Member Physician's and Specialist Physician's
education, training, references, malpractice liability insurance, hospital
staff status, hospital clinical privileges, and hospital staff reappointment
dates. Such information shall be kept in a form prescribed by or acceptable
to PacifiCare. Upon request, the credentialing information shall be made
available to PacifiCare for review or copying.
IPA acknowledges and agrees that it shall report Member Physicians or
Specialist Physicians as required by the California Business and Professions
Code Section 805 ("Section 805"). IPA further agrees to maintain and demonstrate
to PacifiCare upon request compliance with the following:
3.02.01 IPA shall insure that its Member Physicians and
Specialist Physicians are licensed by the State of California and have
current Drug Enforcement Agency ("DEA") registration. IPA shall immediately
notify PacifiCare in writing of any of the following actions taken by or
against a Member Physician or Specialist Physician: (i) the surrendering,
revocation, or suspension of a license; (ii) the surrendering, revocations,
or suspension of current DEA registration; (iii) any filing pursuant
7
to Section 805; (iv) any filing pursuant to the National Practitioner Data
Bank; (v) the filing of any malpractice claim of more than ten thousand
dollars ($10,000); and (vi) a change in hospital staff status or hospital
clinical privileges, including any restrictions or limitations.
If IPA fails to obtain and maintain the information set forth in
Paragraph 3.02 or fails to immediately notify PacifiCare as set forth in this
Paragraph 3.02.01, IPA shall indemnify and hold harmless PacifiCare from and
against any claim, loss, damage, cost, expense or liability arising out of or
related to such nonperformance by IPA, its Member Physicians, Specialist
Physicians or employees.
3.02.02 In the event that it is determined by PacifiCare
that IPA does not obtain and maintain the information set forth in paragraph
3.02, IPA agrees to assist PacifiCare in obtaining credentialing information
concerning each Member Physician's and Specialist Physician's education,
training, references, malpractice liability insurance, hospital staff status,
hospital clinical privileges, and hospital staff reappointment dates. IPA
shall obtain from each Member Physician and Specialist Physician a signed
waiver, acceptable to PacifiCare, allowing PacifiCare access to such
credentialing information at any acute care hospital or health care facility.
If IPA is unable to obtain a signed waiver from a Member Physician or
Specialist Physician, IPA shall obtain the credentialing information directly
from the acute care hospital or health care facility and make such
information available to PacifiCare upon request for review and copying.
3.02.03 IPA agrees to provide access to continuing education
programs for its Member Physicians and Specialist Physicians in accordance
with the standards established by the California Medical Association for
continuing education. The content and delivery of such continuing education
programs shall be in the discretion and judgement of IPA, in order to
maintain high standards for the delivery of Medical Services pursuant to this
Agreement. IPA further agrees to gather, correlate, and distribute to its
Member Physicians and Specialist Physicians, information regarding
professional medical activities and developments which IPA believes may be of
assistance in providing Medical Services pursuant to this Agreement.
3.02.04 IPA agrees to provide reasonable evidence that all
nurses and other ancillary and paramedical personnel who are employed by and
contract with IPA or Specialist Physicians are properly licensed by the State of
California.
3.03 INSURANCE - IPA shall maintain professional liability insurance and
general liability insurance in the minimum amounts of one million dollars
($1,000,000) per person, three million dollars ($3,000,000) per occurrence
coverage, and three million dollars ($3,000,000) combined single limits
coverage, for its
8
agents and employees, as applicable. In the event IPA procures a claims made
policy as distinguished from an occurrence policy, IPA shall procure and
maintain prior to termination of such insurance, continuing "tail" coverage,
unless successor policy coverage provides such "tail" protection. IPA shall
provide PacifiCare with evidence of such insurance coverage upon PacifiCare's
request. IPA shall immediately notify PacifiCare of any material changes in
insurance coverage and shall provide a certificate of such insurance coverage
to PacifiCare upon PacifiCare's reasonable request. In the event IPA
contracts with independent contractor physicians to provide Medical Services
under this Agreement, IPA will require such independent contractor physicians
and their agents to maintain professional liability insurance and general
liability insurance in the minimum amounts as is usual and customary in the
community.
3.04 REFERRALS - IPA shall refer Subscribers in need of specialty care
services only with the approval of the IPA Utilization Review Committee.
However, in the event that Emergency Services are required, IPA shall comply
with Section 3.05 below.
3.05 HOSPITAL ADMISSIONS - Whenever IPA determines that a Subscriber on
IPA's eligibility list requires Hospital Services which are not Emergency
Services, IPA shall arrange for such Hospital admissions and outpatient
surgeries through the IPA's Utilization Review Committee and its developed
utilization review program. IPA and its Member Physicians shall not serve as
admitting physicians for any Subscriber without such prior approval except in
the event that Emergency Services are required. If IPA or a Member Physician
admits a Subscriber to a Hospital for Emergency Services, IPA shall notify
PacifiCare of such admission within the time frames as required in the
PacifiCare Provider Policies and Procedures Manual, attached hereto as
Attachment D and incorporated in full herein by reference. Admissions for
Emergency Services or Urgently Needed Services shall be made to hospitals
contracting with PacifiCare, if possible.
3.06 ELIGIBILITY LIST - IPA shall accept as patients those Subscribers who
are on IPA's eligibility list provided by PacifiCare to IPA. Member
Physicians and IPA shall be entitled to rely on the most current provided list
until a new list has been approved to IPA. IPA understands that in order to
update the eligibility list, PacifiCare is dependent on the receipt of
information from HCFA.
3.07 COLLECTION OF CHARGES FROM SUBSCRIBERS - IPA shall collect
applicable Copayments from Subscribers upon the rendition of Medical Services
to Subscribers pursuant to the Secure Horizons Medical and Hospital Plan.
With the exception of Copayments and charges for non-covered services
delivered on a fee-for-service basis to Subscribers, IPA shall in no event,
including, without limitation, to non-payment by PacifiCare, insolvency of
9
PacifiCare, or breach of the Agreement, xxxx, charge, collect and deposit, or
attempt to xxxx, charge, collect or receive any form of payment, from any
Subscriber for Medical Services provided pursuant to this Agreement and for
which Subscriber is entitled under the Secure Horizons Medical and Hospital Plan
in effect for such Subscriber.
IPA shall not maintain any action at law or equity against a
Subscriber to collect sums owed by PacifiCare to IPA. Upon notice of any
such charge, PacifiCare may terminate this Agreement consistent with the
provisions contained in Section 7.01.02 and take all other appropriate action
consistent with the terms of this Agreement to eliminate such charges,
including, without limitation, requiring IPA and Specialist Physicians to
return all sums collected as Surcharges from Subscribers or their
representatives. Nothing in this Agreement, however, shall be construed to
prevent IPA from providing non-covered Medical Services on a usual and
customary fee-for-service basis to subscribers.
IPA's obligations regarding the collection of charges from Subscribers
shall survive the termination of this Agreement with respect to Medical Services
provided during the term of the Agreement without regard to the cause of
termination of this Agreement.
3.08 COLLECTION OF CHARGES FROM THIRD PARTIES WHEN MEDICARE NOT THE
PRIMARY PAYOR - IPA and Member Physicians accept payment from PacifiCare
(plus applicable Copayments) for Medical Services as provided herein as full
payment for such Medical Services from PacifiCare except as provided herein;
provided however, when Medicare is not the primary payor for Medical
Services, such as when the Subscriber is entitled to payment from another
third party or for payment for a Workers' Compensation claim, or from another
primary insurance coverage maintained by Subscriber, IPA and Member
Physicians shall make no demand upon PacifiCare for reimbursement under the
Individual Subscriber Stop Loss Program as specified in Attachment A3 hereto
until all primary sources of payment have been pursued and it is determined
that full payment cannot be obtained within ten (10) months from the date of
the provision of Medical Services.
For purposes of accomplishing the intent of the Section 3.08, PacifiCare
hereby assigns to IPA for collection, any claims or demands against third
parties for amounts due for Medical Services provided by IPA pursuant to this
Agreement, subject to the following conditions:
3.08.01 IPA shall utilize lien forms which are provided by
PacifiCare in the PacifiCare Policies and Procedures Manual or which have been
approved in advance by PacifiCare. IPA shall notify PacifiCare each time it
pursues and each time it obtains a signed lien from a Subscriber.
10
3.08.02 IPA shall not commence any legal or equitable action
against a third party without obtaining the prior written consent of PacifiCare.
It is agreed that collection or demand letters consistent with the PacifiCare
Provider Policies and Procedures Manual shall not constitute the commencement of
legal or equitable action. Under no circumstances, shall IPA commence any legal
action against a Subscriber.
3.08.03 IPA shall defend, indemnify and hold PacifiCare
harmless for all actions by IPA which relate to collections of an account
pursuant to this Section 3.08.
3.08.04 IPA shall perform such collection activities consistent
with the procedures set forth in the PacifiCare Provider Policies and Procedures
Manual.
3.08.05 PacifiCare may immediately rescind such assignment on a
claim-by-claim basis for any reason by providing written notice of rescission to
IPA.
In the event IPA receives payment from a third party after
receipt of payment from PacifiCare, IPA shall reimburse PacifiCare to the
extent that the combined amounts received from all payors exceeds [ ** ] of
IPA's usual and customary fee-for-service charges.
3.09 DUTIES OF IPA UPON TERMINATION DURING PHASE-OUT PERIOD - Should this
Agreement be terminated by IPA pursuant to Section 7.01.01(a) or Section
7.01.01(b), IPA shall be released of its obligation to continue to provide or
arrange for Medical Services to Subscribers during the phase-out period as
stated in this Section 3.09. If this Agreement is terminated for any other
reason by either party or if this Agreement terminates at the end of the Initial
Term or any renewal term, IPA shall not be released of its obligation to
continue to provide or arrange for Medical Services to Subscribers during the
phase-out period, which phase-out period shall end on the earlier of:
3.09.01 Three (3) months from the effective date of termination
of this Agreement, or
3.09.02 The date PacifiCare has secured the transfer of
Subscribers to another medical group, individual practice association, or
physician for further treatment, and has notified IPA of such transfer in
writing.
Compensation during the phase-out period shall be at the
Capitation Rates set forth in the Attachment C hereto.
3.10 CONTINUING CARE RESPONSIBILITIES - IPA and Member Physicians
shall provide or arrange for Medical Services to Subscribers for the term of
this Agreement in accordance with Section 3.01 hereof. In the event of
termination of this Agreement and the expiration of IPA's duty to provide or
arrange
11
for Medical Services during the phase-out period pursuant to Section 3.09, if
applicable, IPA and Member Physicians shall continue to provide or arrange
for Medical Services to Subscribers until the effective date of transfer of
such Subscribers to another Participating Medical Group for further treatment
and written notice of such transfer has been provided by Pacificare to IPA.
If a Subscriber's care cannot be transferred for the reason of
hospitalization of Subscriber, continuity of care, or other legally-required
medical treatment reasons, IPA shall continue to provide or arrange for
Medical Services for such Subscriber until Pacificare, through consultation
with the Subscriber's attending participating physician, has made provision
for the transfer of such Subscriber to another participating provider for
further Medical Services and has notified IPA of such transfer in writing.
The payment provisions for any continued Medical services after expiration of
the phase-out period shall be the lesser of [ ** ] of usual and customary
fees of the Member Physician or Specialist Physician or the Cost of Care as
set forth in Attachment A4.
Notwithstanding the above or any other provisions of this Agreement to the
contrary, IPA agrees that in the event PacifiCare ceases operations for any
reason, including insolvency, IPA shall provide Medical Services and shall not
xxxx, charge, collect or receive any form of payment from any Subscriber or have
any recourse against a Subscriber for Medical Services provided after PacifiCare
ceases operation. This continuation of Medical Services obligation shall be for
the period for which Subscriber Premiums have been paid, but shall not exceed a
period of thirty (30) days, except for those Subscribers who are hospitalized on
an inpatient basis as provided below.
In the event PacifiCare ceases operations or IPA terminates this
Agreement on the basis of PacifiCare's failure to make timely Capitation
Payments, IPA shall continue to arrange for Medical Services to those
Subscribers who are hospitalized on an inpatient basis at the time PacifiCare
ceases operation or IPA terminates this Agreement until such Subscribers are
discharged from the hospital. IPA may file a claim with PacifiCare for such
Medical Services at [ ** ] of IPA's usual and customary fee for service
charges then in effect.
IPA agrees that the provisions of this Section 3.10 and IPA's obligations
herein shall survive the termination of this Agreement without regard to the
cause of termination of the Agreement, and shall be construed to be for the
benefit of the Subscribers.
3.11 STAFF PRIVILEGES - IPA agrees to have its Member Physicians seek and
obtain (and provide evidence of) staff privileges or other appropriate access to
Hospital and other hospitals under contract with PacifiCare where Medical
Services shall be provided to Subscriber by IPA's Member Physicians.
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3.12 ADMINISTRATIVE GUIDELINES - IPA agrees to perform its duties under
this Agreement in a manner consistent with the reasonable administrative
guidelines provided by PacifiCare, in its Provider Polices and Procedures
Manual, attached hereto as Attachment D and incorporated in full herein by
reference. Subject to Section 12.11 herein, PacifiCare shall notify IPA of any
material amendments to the administrative guidelines, which amendments shall
become effective upon thirty (30) days written notice by PacifiCare to IPA if
IPA has not objected to PacifiCare in writing within the thirty (30) day period
to be bound by such amendments. IPA approval of such amendments shall not be
unreasonably withheld. If IPA does provide PacifiCare reasonable written
objection to be bound by such amendments within the thirty (30) day period,
such amendments to the PacifiCare Health Plan shall have no force or effect on
IPA.
3.13 UTILIZATION REVIEW - IPA agrees to participate with PacifiCare in an
ongoing utilization review program to promote efficient use of resources. The
IPA's Utilization Review Committee shall meet as frequently as necessary but at
least weekly. The Utilization Review Committee shall keep minutes of the
committee meetings, a copy of which shall be made available to PacifiCare upon
ten (10) days written notice by PacifiCare to IPA. IPA and PacifiCare shall
jointly implement a utilization review system whereby IPA shall notify
PacifiCare of any hospital or skilled nursing facility admissions. A member of
the PacifiCare Medical Services staff may participate in IPA's Utilization
Review Committee meetings.
3.14 QUALITY OF HEALTH CARE - IPA agrees to assure quality of Medical
Services by:
3.14.01 Assigning PacifiCare Subscribers only to Member Physicians
or Outside Providers meeting quality health care standards;
3.14.02 Inspecting the premises and facilities of its Member
Physicians on a regular basis and allowing PacifiCare to participate in such
inspections upon ten (10) days written notice.
3.15 QUALITY ASSURANCE AND REMEDIAL PROCEDURES - IPA shall cooperate with
PacifiCare in the operation of PacifiCare's quality assurance program and IPA
shall perform quality assurance review of Medical Services as brought before IPA
internally or from PacifiCare's Quality Assurance Committee, the Department of
Corporations, the Department of Health and Human Services, HCFA and any other
governmental agencies with regulatory or enforcement jurisdiction over this
Agreement. Further, IPA agrees to comply with the recommendations presented
hereto in Attachment G. Failure to comply with these recommendations within the
specified time frames may result in the "freezing" of additional new enrollment
activity. IPA shall establish and maintain a Quality Assurance Committee which
shall meet as least quarterly. A member of the
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PacifiCare Medical Services staff may participate in IPA's Quality Assurance
Committee meetings. The IPA Quality Assurance Committee shall keep minutes of
the committee meetings, a copy of which shall be made available to PacifiCare
upon ten (10) days written notice by PacifiCare to IPA. The task of the Quality
Assurance Committee may be assumed by the Utilization Review Committee described
in Section 3.13; however, in such event, the Utilization Review and Quality
Assurance Committees must hold separately convened meetings and the minutes of
each meeting must be separately maintained.
IPA shall, at the written request of PacifiCare, make available one (1)
Member Physician from IPA to attend the PacifiCare Quality Assurance Committee
meetings. The intent of this Section is to have at least one Member Physician
from IPA serve for six (6) months on the PacifiCare Quality Assurance Committee
during a three (3) year period. IPA shall develop written procedures for
remedial action whenever it is determined by PacifiCare's Quality Assurance
Committee that inappropriate or substandard Medical Services have been furnished
or Medical Services that should have been furnished or Medical Services that
should have been furnished have not been furnished. Upon request, PacifiCare
shall assist IPA in the formulation of such remedial procedures.
3.16 COMPLIANCE WITH CIVIL RIGHTS LAWS - IPA shall comply with Title VI of
the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973 and
the Age Discrimination Act of 1975.
3.17 RECIPROCITY AGREEMENTS - IPA agrees to develop and implement
agreements with PacifiCare's Participating Medical Groups to assure
reciprocity of health care for PacifiCare Subscribers. IPA shall accept
non-Emergency or specialty referrals from such other Participating Medical
Groups and such other Participating Medical Groups shall be required to
accept non-Emergency or specialty referrals from IPA. Payment for the
foregoing referrals shall be no greater that [ ** ] of IPA's usual and
customary fee-for-service rates then in effect as long as claims for
authorized Medical Services are paid within forty-five (45) days of the date
of initial billing.
3.18 INDIVIDUAL STOP-LOSS PROGRAM - IPA agrees to participate in and assume
the rights and responsibilities of the Pacificare Stop-Loss Program as defined
in Attachment A3, attached hereto and incorporated in full herein by reference.
3.19 OTHER CONTRACTUAL COMMITMENTS - IPA represents and assures
PacifiCare that contractual commitments with other HMOs, competitive medical
plans and health related entities do not restrict or impair IPA from
performing its duties under this Agreement.
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3.20 DISSEMINATION OF INFORMATION - IPA agrees that PacifiCare may use
IPA's name, address, telephone number, and a listing of IPA's Member Physicians
in any informational material routinely distributed to Subscribers and for other
purposes related to the administration of the Secure Horizons Medical and
Hospital Plan as an indication of IPA's willingness to provide Medical Services
to Subscribers.
Prior to listing or otherwise referencing PacifiCare in any promotional or
advertising brochures, media announcements or other advertising or marketing
material, IPA shall first obtain the prior subjective consent of PacifiCare.
3.21 WRITTEN AGREEMENTS - IPA shall secure written agreements, consistent
with the terms of this Agreement and in compliance with all state and federal
law, with all Specialist Physicians regularly utilized as a part of IPA's
referral system.
3.22 MEDICAL CARE CRITERIA - IPA shall utilize the criteria for medical
care that is established or approved by PacifiCare's Quality Assurance Committee
as a standard reference in determining appropriate lengths of stay for
hospitalized Subscribers or appropriate utilization patterns for referral to
specialty services.
3.23 NONDISCRIMINATION - IPA represents and assures that Medical Services
are rendered to Subscribers in the same manner as such services are provided to
IPA's other patients, except as required pursuant to this Agreement.
Subscribers shall not be subject to any discrimination whatsoever by IPA in
regards to access to Medical Services.
3.24 ACCOUNTS PAYABLE SYSTEM - IPA agrees to operate its accounts payable
system in a manner which assures that providers of authorized Medical Services
who are Member Physicians and non-Member Physicians receive payment for Medical
Services rendered to Subscribers within twenty-seven (27) calendar days of IPA's
receipt of an uncontested claim from such Member Physicians and non-Member
Physicians. In the event IPA fails to meet the payment timelines discussed in
this Section 3.24, in addition to exercising any other remedies it may have
under this Agreement, PacifiCare may take actions to assist IPA in operating its
accounts payable system including, but not limited to, assuming the obligation
of paying IPA's Member Physicians and Non-Member Physicians and charging IPA an
administrative fee for performing such services.
3.25 CATASTROPHIC CASE MANAGEMENT - IPA agrees that PacifiCare's medical
director may be involved in the management and coordination of Catastrophic
Cases. IPA will fully assist PacifiCare in providing information that may be
required in determining the need for a transfer of a Subscriber into
PacifiCare's regional centers for the care of Catastrophic Cases
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including, but not limited to, prompt notification of known or suspected
Catastrophic Cases. Detailed procedures for Catastrophic Case management will
be mutually agreed upon by the parties based upon IPA's and PacifiCare's
determination of the Subscriber's transferability. Except in unusual
circumstances, based on Medical Necessity or the inability of Hospital to
provide services with acceptable results, regional centers for care of
Catastrophic Cases shall be sought within the IPA Service Area and surrounding
area.
3.26 CAPACITY REPORTING - IPA will provide to PacifiCare, at the earliest
possible time, notice of any significant changes in the capacity of IPA to
provide or arrange for the Medical Services contemplated by this Agreement
(e.g., addition or deletion of Member Physicians or Specialist Physicians),
including a ninety (90) day written notice in the event IPA is unable to
properly service additional Subscribers. IPA shall still be obligated to
provide or arrange for Medical Services to Subscribers who are with employer
groups whom PacifiCare had agreed to enroll prior to ninety (90) days
from the effective date of the written notice. PacifiCare shall provide IPA,
upon IPA's request, current marketing information within a reasonable period for
purposes of determining IPA capacity.
3.27 REPRESENTATION OF IPA MEMBER PHYSICIANS - IPA agrees to represent its
Member Physicians in matters pertaining to the provision of Medical Services
under this Agreement, and that it has obtained written consent to such
representation from its Member Physicians.
3.28 PERFORMANCE OF MEMBER PHYSICIANS - IPA agrees: (i) to develop methods
for discussion of performance with its Member Physicians, (ii) to assure
correction of performance of its Member Physicians consistent with the
provisions of this Agreement and state and federal law applicable to the Secure
Horizons Medical and Hospital Plan, and (iii) to resolve Conformance Requests.
3.29 WITHDRAWAL OF AN IPA FACILITY - In the event IPA seeks to withdraw one
or more of the IPA Facilities listed in Attachment F from providing or arranging
for Medical Services to Subscribers under this Agreement, IPA must notify
PacifiCare of such withdrawal in writing at least one hundred and eighty (180)
days prior to the effective withdrawal date; after the effective date of
withdrawal, IPA shall still be responsible to provide or arrange for Medical
Services to the affected Subscribers at the other IPA Facilities.
4. DUTIES OF PACIFICARE
4.01 ADMINISTRATION - PacifiCare agrees to perform all necessary
administrative, accounting, enrollment, and other functions consistent with the
administration of the Secure Horizons Medical and Hospital Plan and this
Agreement.
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4.02 BENEFIT INFORMATION - PacifiCare agrees to apprise all Subscribers
concerning the type, scope and duration of benefits and services to which such
person is entitled under the Secure Horizons Medical and Hospital Plan.
4.03 ASSIST IPA - PacifiCare agrees to assist and cooperate with IPA in the
development and initial implementation of procedures necessary to carry out the
intent of this Agreement.
4.04 ADMINISTRATION OF PAYMENTS - PacifiCare agrees to transmit Capitation
Payments and other payments to IPA in accordance with the terms and procedures
set forth in this Agreement.
4.05 STATISTICAL INFORMATION AND PROVISION OF DATA - PacifiCare agrees
to provide IPA with management information and data reasonably necessary to
carry out the terms and conditions of this Agreement and for the operation of
the Secure Horizons Medical and Hospital Plan, including monthly Eligibility
Lists and monthly capitation worksheets. Furthermore, PacifiCare shall
provide quarterly reports reflecting Hospital Services authorized by IPA.
4.06 SERVICES RENDERED TO INELIGIBLE SUBSCRIBERS - PacifiCare agrees to
reimburse IPA for those Medical Services set forth in Attachment A2 provided
to an ineligible Subscriber if the Subscriber was listed as eligible on the
most current eligibility list provided to IPA by PacifiCare. If PacifiCare
is in receipt of a billing to such ineligible Subscriber from IPA and proof
of having sent the Subscriber or the Subscriber's legal guardian two (2)
bills no less than thirty (30) days apart, PacifiCare will reimburse IPA
[ ** ] of IPA's ordinary and customary fee-for-service rates then in effect
for those Medical Services rendered but no greater than [ ** ] of the still
uncollected balance. If subsequent to payment by PacifiCare, IPA receives
any payment from another source for the services, then IPA shall reimburse
PacifiCare up to the amount previously received from PacifiCare. If a
Subscriber becomes ineligible for benefits under the Secure Horizons Medical
and Hospital Plan after IPA or Member Physicians have begun treatment of the
Subscriber (provided the Subscriber is not hospitalized at the time of
becoming ineligible), IPA shall be entitled to make all subsequent charges
for its services directly to the Subscriber. If the Subscriber is
hospitalized at the time of becoming ineligible, IPA shall be entitled to
make charges directly to the Subscriber only for services provided after the
Subscriber is discharged from such hospital treatment.
4.07 DISSEMINATION OF INFORMATION - Except as provided above in Section
3.20, prior to listing or otherwise referencing IPA in any promotional or
advertising brochures, media announcements or
17
other advertising or marketing material, PacifiCare shall first obtain the prior
consent of IPA, such consent not to be unreasonably withheld.
4.08 NOTIFICATION OF EMERGENCY ADMISSIONS - In the event PacifiCare is
notified of a Subscriber's emergency admission to another facility within the
service area of Hospital, PacifiCare shall use its best efforts to notify IPA
and/or Hospital within twenty four (24) hours of such emergency admission.
5. COMPENSATION
5.01 CAPITATION PAYMENTS - PacifiCare shall make monthly Capitation
Payments to IPA as outlined in Attachment C, due and payable on the tenth (10th)
day of the month for the current month's Medical Services.
5.02 ADDITIONAL PAYMENTS - PacifiCare and IPA agree to provide payments to
each other in accordance with the terms of the following programs, if
applicable: Hospital Incentive Program, Individual Stop-Loss Program, Benefit
Withhold Incentive Program and Mammography Reimbursement Program as specified in
Attachments A5, A3, E and C respectively, incorporated in full herein by
reference.
To the extent that one or both parties owes an amount to the other party in
the risk programs noted above, IPA agrees that PacifiCare shall combine the
results of all applicable risk programs such that one aggregate payment is
payable to or receivable from IPA. A fully detailed accounting of the results
of each program shall accompany the aggregate payment or notice of amount due.
5.03 ADEQUACY OF COMPENSATION - Except as otherwise provided herein, IPA
shall accept the payments specified in this Agreement as payment in full for all
Medical Services provided Subscribers during each month for which such payments
are to be received by IPA from PacifiCare. In the event PacifiCare fails to
make any payments to IPA as provided herein, whether from PacifiCare's
insolvency or otherwise, Subscribers shall not be liable to IPA or its Member
Physicians under any circumstances for Medical Services. Surcharges for Medical
Services provided or arranged by IPA or Member Physicians are prohibited; upon
notice of the existence of any such Surcharge, PacifiCare will take appropriate
action consistent with the terms of this Agreement to eliminate such Surcharges.
6. TERM OF AGREEMENT
6.01 TERM - The initial term of this Agreement shall begin on August 1,
1993 (the "Commencement Date") and end on December 31, 1994. After the Initial
Term, a "Year" under this Agreement shall begin on January 1 and end on December
31. The term of this
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Agreement shall be automatically extended for one (1) year on each successive
January 1 thereafter unless either party provides the other with written notice
of such party's intention not to extend the term no less than one hundred twenty
(120) days prior to the January 1 renewal date or until this Agreement is
appropriately terminated by either party as provided in Section 7 herein. Upon
renewal of the Initial Term and any subsequent term, the then applicable rates
of compensation specified in this Agreement shall apply unless otherwise agreed
upon by the parties in writing.
7. TERMINATION
7.01 TERMINATION OF AGREEMENT WITH MATERIAL CAUSE - Either party, as
appropriate, may terminate this Agreement for material cause as set forth in
Sections 7.01.01 or 7.01.02, hereof subject to the notice and cure periods set
out in Section 7.02 hereof, if applicable. In the event either party seeks to so
terminate this Agreement, the terminating party shall give written notice of
termination stating the actions of the other party constituting material cause
for termination.
7.01.01 CAUSE FOR TERMINATION OF AGREEMENT BY IPA - The following
shall constitute cause for termination of this Agreement by IPA:
a. NON-PAYMENT - Failure by PacifiCare to pay Capitation
Payments due to IPA hereunder within twenty (20) days of the Capitation Payment
due date or failure by PacifiCare to make any other payments due to IPA
hereunder within forty-five (45) days of any such payment's due date.
b. REVOCATION OF CERTIFICATION OR LICENSE - Revocation by
the State of California or the United States Government of any certification or
license of PacifiCare necessary for the performance of this Agreement.
c. BREACH OF MATERIAL TERM AND FAILURE TO CURE -
PacifiCare's breach of any material term, covenant, or condition and subsequent
failure to cure said breach as provided in Section 7.02 hereof. The written
notice of termination shall contain specific reference as to the breaches which
have caused such failure.
7.01.02 CAUSE FOR TERMINATION OF AGREEMENT BY PACIFICARE - The
following shall constitute cause for termination of this Agreement by
PacifiCare:
a. FINANCIAL FAILURE OF IPA - PacifiCare's reasonable
determination of IPA's anticipated inability to provide or arrange for
Medical Services as described herein due to the likelihood of IPA's lack of
financial resources, other than due to PacifiCare's non-payment of amounts
due IPA hereunder. IPA shall
19
have the opportunity to dispute such determination by PacifiCare by providing
reasonable evidence and assurances of financial stability and capacity to
perform under this Agreement.
b. FAILURE TO PROVIDE QUALITY MEDICAL SERVICES - Failure
to maintain the standards set forth in Section 3.02 of this Agreement and such
failure is not corrected consistent with the provisions of Section 7.02. The
written notice of termination shall contain specific reference to the breaches
which have caused such failure. PacifiCare reserves the right to withdraw from
IPA all or part of its Subscribers if the Medical Services are not being
properly provided or arranged for pursuant to this Agreement and such
deficiencies are not corrected consistent with the provisions of Section 7.02 of
this Agreement.
c. FAILURE TO PROVIDE SERVICES - Failure to provide
Medical Services to Subscribers as provided herein. The written notice of
termination shall contain specific reference as to the breaches which have
caused such failure.
d. BREACH OF MATERIAL TERM AND FAILURE TO CURE - IPA's
breach of any material term, covenant or condition of the Agreement and
subsequent failure to cure said breach as provided in Section 7.02 of this
Agreement. The written notice of termination shall contain specific reference as
to the breaches which have caused such failure.
7.02 CURING PERIOD AND TERMINATION DATE - The party receiving the
written notice of termination shall have thirty (30) days from the receipt of
said notice to cure or otherwise eliminate the circumstances constituting
cause for termination. If such party fails to cure or eliminate the
circumstances constituting cause for termination within a (30) day period,
this Agreement shall terminate thirty (30) days from the date of expiration
of the curing period, said expiration date being sometimes called herein the
"effective date of termination".
7.03 REPAYMENT UPON TERMINATION - Within one hundred and eighty (180) days
of the effective date of termination of this Agreement as provided herein, an
accounting shall be made by PacifiCare of monies due and owing either party and
payment shall be forthcoming by the appropriate party to settle such balance
within thirty (30) days of such accounting. Either party may request an
independent audit of such PacifiCare accounting by a mutually acceptable
independent certified public accountant and such audit shall be equally paid for
by both parties. The parties agree to abide by the findings of such independent
audit and appropriate payment by the appropriate party, if any, shall be made
within thirty (30) days of such independent audit.
7.04 TERMINATION NOT AN EXCLUSIVE REMEDY - Any termination by either party
pursuant to this Section 7 is not meant as an exclusive remedy and such
terminating party may seek whatever
20
action in law or equity as may be necessary to enforce its rights under this
Agreement.
8. RECORDS, DATA COLLECTION, CITATIONS AND RIGHT TO INSPECT RECORDS
8.01 RECORDS - IPA shall maintain and provide such records and information
as reasonably necessary for PacifiCare to properly administer the Secure
Horizons Medical and Hospital Plan and consistent with state and federal law.
The duties imposed by this Section 8.01 shall not terminate upon termination of
this Agreement, whether by rescission or otherwise, and shall be in effect
until the completion of the phase-out period pursuant to Section 3.09. The cost
for preparation and submission of this data shall be borne solely by IPA.
IPA shall maintain records and provide such information to PacifiCare or
the California Commissioner of Corporations as may be necessary for the
compliance by PacifiCare with the provisions of state and federal law and
regulations promulgated thereto, and such records shall be retained by IPA
for at least two (2) years following the provision of Medical Services. This
obligation is not terminated upon termination of this Agreement, whether by
rescission or otherwise.
8.02 CONFIDENTIALITY OF RECORDS - IPA shall safeguard the confidentiality
of Subscriber health records and treatment in accordance with all state and
federal laws, including, without limitation, the Privacy Act, as implemented by
45 Code of Federal Regulations 5(b) and the regulations promulgated thereunder.
8.03 DATA COLLECTION - IPA shall maintain and provide to PacifiCare, on a
timely basis, the utilization data more particularly described in the PacifiCare
Provider Policies and Procedures Manual for the effective management of
PacifiCare's health care delivery system. Among the reports which IPS shall
provide to PacifiCare are completed reports within thirty (30) days following
the end of each month containing an itemized list of all Medical Services, other
than Hospital Services, provided to or arranged for Subscriber during such
month. This report shall be as described in the PacifiCare Provider Policies and
Procedures Manual.
8.04 RIGHT TO INSPECT - IPA shall provide access at reasonable times upon
demand by PacifiCare, or any governmental regulatory agency responsible for the
administration of health care service plans, to inspect facilities, equipment,
books and records relating to the performance of this Agreement, including,
without limitation, Subscriber patient records, financial records pertaining to
the cost of operations and income received by IPA for Medical Services rendered
to Subscribers. Unless otherwise required by law, PacifiCare shall provide IPA
with a seventy-two (72) hour prior written notice of any such inspection.
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8.05 CITATIONS - IPA shall notify PacifiCare in writing of each and
every report of any government and or quasi-governmental agency with
jurisdiction over IPA which contains any citation of IPA for failure to meet
any governmental or quasi-governmental standard on or after the Commencement
Date of this Agreement.
8.06 FINANCIAL STATEMENTS - IPA shall provide PacifiCare within forty-five
(45) days of the end of each calendar quarter copies of its quarterly financial
statements, which shall including a balance sheet, statement of income and a
statement of cash flow (the "financial statements") prepared in accordance with
generally-accepted accounting principles. Such quarterly statements shall be
certified by the chief financial officer of IPA as accurately reflecting the
financial condition of IPA for the period indicated. In addition, IPA shall
provide to PacifiCare, within forty-five (45) days of the end of each calendar
year, copies of its audited annual financial statements.
8.07 TRANSFER OF MEDICAL RECORDS UPON TERMINATION - Upon the effective
date of termination of this Agreement and, if applicable, upon the expiration
of the phase-out period set forth in Section 3.09, at PacifiCare's request,
IPA shall copy all active PacifiCare Subscriber patient medical files in
IPA's possession and forward such files to another provider of Medical
Services designated by PacifiCare, provided such copying and forwarding is
not otherwise objected to by Subscribers. The copies of such medical files
shall may be in summary form. The cost of copying the patient medical files
shall be borne by IPA, unless termination is due to non-payment by
PacifiCare. In the event of such an occurrence, PacifiCare shall bear all
copying costs associated with termination. IPA shall cooperate with
PacifiCare in maintaining the confidentiality of such confidential and
proprietary information and trade secrets at all times.
9. EXCLUSIVITY
9.01 EXCLUSIVE USE OF HOSPITAL FOR HOSPITAL SERVICES - In recognition
of the need for centralized coordination of Medical Services to PacifiCare
Subscribers to ensure continuity and quality of care, IPA agrees, subject to the
limitations stated below, to utilize Hospital as its exclusive provider of
Hospital Services for all Subscribers in the IPA Service Area. This exclusivity
provision is subject to the following exceptions:
9.01.01 EMERGENCY SERVICES AND URGENTLY NEEDED SERVICES -
Subscribers admitted for Emergency Services or Urgently Needed Services through
other hospitals, whether in or out of the IPA Service Area;
9.01.02 UNAVAILABLE HOSPITAL SERVICES - Subscribers requiring
Hospital Services not available at Hospital, including specialty Hospital
Services and those which cannot be provided due to ethical principles of
Hospital;
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9.01.03 UNAUTHORIZED ADMISSIONS - Unauthorized Subscriber
admissions to facilities within the IPA Service Area for Hospital Services.
9.01.04 SUBSCRIBER REQUESTS FOR TREATMENT AT OTHER FACILITIES -
PacifiCare, IPA and Hospital upon mutual consent, reserve the right to grant
Subscriber requests for treatment at another facility due to Medical Necessity
for services in which are not available at Hospital. Request for treatment or
transfer to another facility based on the impairment of Hospital/Subscriber
relationship shall only be granted if Subscriber can show just cause for such a
request. PacifiCare and IPA shall exercise reasonable efforts in discouraging
Subscriber transfers at Subscriber's request unless Subscriber can show just
cause for such transfer and IPA deems the transfer medically safe.
9.01.05 BREACH OF AGREEMENT - IPA shall not be obligated to
continue to refer Subscribers to Hospital upon written notice to IPA by
PacifiCare of Hospital's breach of any material term of its contract with
PacifiCare.
9.02 UTILIZATION OF IPA BY PACIFICARE - Nothing in this Agreement shall
be construed to require PacifiCare to assign any minimum or maximum number of
Subscribers to IPA, nor require PacifiCare to utilize the Medical Services of
IPA for any or all Subscribers in the IPA Service Area.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.01 GOVERNING LAW - This Agreement and the rights and obligations of the
parties hereunder shall be construed, interpreted, and enforced in accordance
with, and governed by, the laws of the State of California, and the United
States and all regulations promulgated pursuant thereto.
Any provisions required to be in this Agreement by any of the above Acts
and regulations shall bind PacifiCare and IPA whether or not expressly
provided in this Agreement.
10.02 DISPUTE BETWEEN IPA AND SUBSCRIBER NOT GOVERNED BY AGREEMENT - Any
controversies or claims between IPA and Subscriber arising out of IPA's
performance of this Agreement are not governed by this Agreement. IPA and
Subscriber may seek any appropriate legal action to resolve such controversy or
claim deemed necessary.
In the event of a dispute between IPA and a Subscriber and upon mutual
Agreement between IPA and such Subscriber, PacifiCare agrees to make available
the Subscriber Grievance Resolution Process described in the Secure Horizons
Medical and Hospital Plan Agreement for resolution of such dispute. In such
instance, the decision of the PacifiCare Subscriber Satisfaction Committee and
23
Board of Directors shall not be binding upon the parties except upon agreement
between IPA and the Subscriber. Nor shall such grievance be subject to binding
arbitration except upon agreement between the parties. Should IPA and
Subscriber fail to resolve the grievance, IPA and Subscriber may seek any
appropriate legal action deemed necessary by such party.
10.03 PAYMENT DISPUTES BETWEEN IPA AND SPECIALIST PHYSICIANS - In the event
IPA fails to make a payment to a Specialist Physician within sixty (60) days of
the submission of the xxxx by Specialist Physician to IPA and the validity and
the amount of the submitted xxxx are undisputed, PacifiCare may, in its sole and
absolute discretion, elect to pay the Specialist Physician on behalf of IPA and
deduct such payment from IPA's next monthly Capitation Payment.
Should a dispute concerning a claim for payment for Medical Services
rendered to Subscribers arise between IPA and a Specialist Physician who is a
Participating Medical Provider, IPA or the Specialist Physician may submit a
written complaint to PacifiCare. The complaint shall describe the disputed
claim and the basis for the amounts claimed and include the applicable written
agreement between IPA and the Specialist Physician. PacifiCare shall
investigate the complaint and make a determination of whether or not the claim
is valid and should be paid. In the event PacifiCare determines that IPA owes
any amount to Specialist Physician, IPA shall make such payment within thirty
(30) days of PacifiCare's determination. If IPA fails to pay the amount due
within this thirty (30) day period, PacifiCare may deduct the amount owed from
IPA's next monthly capitation payment. This amount will temporarily be placed
in an account (the "Claims Dispute Account") which shall be established by
PacifiCare. If IPA or Specialist Physician wishes to contest PacifiCare's
determination, either may do so by initiating an action for binding arbitration
and notifying PacifiCare of such initiation within thirty (30) days of
PacifiCare's determination. If IPA or Specialist Physician fails to request
arbitration within thirty (30) days or if the arbitration affirms
PacifiCare's decision that amounts are owing from IPA to Specialist Physician,
PacifiCare shall release from the Claims Dispute Account the amount owing to
Specialist. If the arbitration results in a decision that no money or a lesser
amount than was determined by PacifiCare is owing to Specialist Physician,
PacifiCare shall release to IPA the amounts which were erroneously withheld from
IPA's Capitation Payment.
In the event this Agreement has been terminated prior to PacifiCare's
investigation and written determination and PacifiCare's investigation results
in a determination that IPA owes money to Specialist Physician, PacifiCare may,
in its sole and absolute discretion, elect to pay Specialist Physician on
24
behalf of IPA and seek reimbursement from IPA. All costs associated with this
arbitration proceeding shall be shared equally between Hospital and IPA.
10.4 PAYMENT DISPUTES BETWEEN HOSPITAL AND IPA - In the event of a dispute
between Hospital and IPA concerning amounts due or owing under the Hospital
Control Program or as the result of an alleged breach of the exclusive referral
arrangement set forth in Section 9 above, Hospital or IPA may submit a written
complaint to PacifiCare. The complaint shall describe the disputed claim and the
basis for the amounts claimed. PacifiCare shall investigate the complaint and
make a written determination of whether or not the claim is valid and should be
paid. IPA and Hospital shall cooperate with PacifiCare's investigation by
providing in a timely manner all information reasonably requested by PacifiCare.
In the event PacifiCare determines that IPA owes any amount to Hospital
or Hospital owes any amount to IPA, the owing party shall make the
appropriate payment within thirty (30) days of PacifiCare's written
determination. If the owing party fails to pay the amount due within this
thirty (30) day period, PacifiCare may deduct the amount owed from the owing
party's next monthly Capitation Payment. This amount will temporarily be
placed in an account (the "Claims Dispute Account") which shall be
established by PacifiCare. If IPA or Hospital wish to contest PacifiCare's
written determination, either may do so by initiating an action for binding
arbitration and notifying PacifiCare of such initiation within thirty (30)
days of PacifiCare's determination. If IPA or Hospital fails to request
arbitration within thirty (30) days or if the arbitration affirms
PacifiCare's decision, PacifiCare shall release from the Claims Dispute
Account the amount owing to the appropriate party as initially determined by
PacifiCare. If the arbitration results in a decision that no money or a
lesser amount than was determined by PacifiCare is owing to either Hospital
or IPA, PacifiCare shall release to IPA and/or Hospital the amounts owing
each party as determined by the arbitration.
11. NOTICE
11.01 NOTICE - Any notice required to be given hereunder shall be in
writing and either delivered personally or sent by registered or certified mail,
return receipt requested, to either PacifiCare or IPA at the addresses listed
below, or at such other addresses as either PacifiCare or IPA may hereafter
designate to the other:
To: PacifiCare of California
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
ATTENTION: President
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To IPA: Prospect Medical Group, Inc.
18200 Xxxxx Xxxxx Blvd. #401
Yorba Linda, Calif. 92686
ATTENTION: Administration
All notice shall be deemed given on the date of delivery if delivered
personally or on the day three (3) business days after such notice is deposited
in the United States mails, addressed and sent as provided above.
12. MISCELLANEOUS
12.01 PROTECTION OF SUBSCRIBER - IPA may not impose any limitations
on the acceptance of Subscribers for care or treatment that it does not
impose on other patients of the IPA. Neither PacifiCare, IPA nor Hospital may
request, demand, require or seek directly or indirectly the transfer,
discharge or removal of any Subscriber for reasons of Subscriber's need for,
or utilization of, Medially Necessary Medical or Hospital Services, except in
accordance with the procedures established for such action. IPA shall not
refuse or fail to provide Medically Necessary Medical Services to any
Subscriber. Procedures for removal, discharge or transfer of Subscribers
shall be mutually agreed upon between IPA and PacifiCare consistent with the
Secure Horizons Medical and Hospital Plan.
12.02 OTHER AGREEMENTS - Nothing in this Agreement shall prevent
PacifiCare and IPA from contracting with each other for provision of services
not covered by this Agreement.
12.03 REFUSAL BY PHYSICIAN - If IPA or any of its Member Physicians
refuses Medical Services to a Subscriber assigned to IPA for any reason
whatsoever, it shall remain the responsibility of IPA to assure that such
Subscriber receives Medical Services consistent with the terms of this
Agreement.
12.04 CONFIDENTIAL AND PROPRIETARY INFORMATION
12.04.01 INFORMATION CONFIDENTIAL AND PROPRIETARY TO PACIFICARE
- IPA acknowledges that all PacifiCare Subscribers participating in a Secure
Horizons Medical and Hospital Plan individually or through an employer group and
receiving Medical Services shall be Subscribers of PacifiCare. Subscriber and
employer group information shall include, without limitation, the names,
addresses and telephone numbers of all Subscribers; member, employer and
administrative service manuals and all forms related thereto; and records, files
(other than patient medical files) and lists contained in IPA and PacifiCare
files.
IPA acknowledges that all such information is confidential and
proprietary to PacifiCare and that such Subscriber and employer group
information contains valuable trade secrets of PacifiCare.
26
All PacifiCare Subscriber agreements and the information contained
therein regarding PacifiCare, IPA, employer groups, Subscribers or the financial
arrangements between a hospital, IPA and PacifiCare is confidential and
proprietary to PacifiCare.
IPA shall maintain all Subscriber information and other PacifiCare
trade secret information confidential. IPA shall not disclose or use any
confidential and proprietary information for its own benefit or gain either
during the term of this Agreement or after the date of termination of this
Agreement; provided, however, that IPA may use the name, address and telephone
number or other medical information of a PacifiCare Subscriber if Medically
Necessary for the proper treatment of such Subscriber or upon express prior
written permission of PacifiCare or the Subscriber.
12.04.02 INFORMATION CONFIDENTIAL AND PROPRIETARY TO IPA - IPA
shall provide PacifiCare with a written description of all information
proprietary to IPA which is confidential and contains trade secrets of IPA
("IPA Information"). PacifiCare shall maintain IPA Information confidential.
PacifiCare shall not disclose or use any IPA Information for its own benefit
either during the term of this Agreement or after the effective date of
termination of this Agreement. Upon termination of this Agreement, PacifiCare
shall provide and return to IPA all IPA Information in its possession in a
manner to be specified by IPA. PacifiCare shall cooperate with IPA in
maintaining the confidentiality of IPA Information at all times.
12.04.03 SOLICITATION OF PACIFICARE SUBSCRIBERS OR EMPLOYER GROUPS -
IPA shall not directly or indirectly engage in the practice of solicitation or
the patronage of PacifiCare's Subscribers or employer groups without
PacifiCare's prior written consent. Solicitation shall mean conduct by an
officer, agent, employee or Member Physician of IPA or its assignee or successor
during the Initial Term or any subsequent term of this Agreement and continuing
for a period of one (1) year after the effective date of termination of this
Agreement which may be reasonably interpreted as designed to persuade PacifiCare
Subscribers to discontinue their Subscriber agreements with PacifiCare or to
continue to receive health care services from IPA on a fee-for-service basis or
to encourage PacifiCare Subscribers to participate in the prepaid health service
plan offered by IPA, or any other prepaid health service plan (the
"Solicitation"). The breach of this Section 12.04.03 during any term of this
Agreement shall be grounds for termination of this Agreement pursuant to Section
7.01.02 of this Agreement.
12.05 CONFIDENTIALITY OF THIS AGREEMENT - To the extent reasonably
possible, each party agrees to maintain this Agreement as a confidential
document and not to disclose the Agreement or any of its terms without the
approval of the other party.
27
12.06 ASSIGNMENT - This Agreement and the rights, interests, and benefits
hereunder shall not be assigned, transferred, pledged, or hypothecated in any
way by IPA or PacifiCare and shall not be subject to execution, attachment or
similar process, nor shall the duties imposed herein be subcontracted or
delegated without the written consent of the other party. Notwithstanding,
PacifiCare may assign, transfer, pledge or hypothecate this Agreement and its
rights, interests and benefits hereunder to any entity which has at least
majority control of PacifiCare or to any entity of which PacifiCare has at
least majority control.
12.07 INVALIDITY OF SECTIONS OF AGREEMENT - The unenforceability or
invalidity of any paragraph or subparagraph of any section or subsection of this
Agreement shall not affect the enforceability and validity of the balance of
this Agreement.
12.08 WITHDRAWAL OF SUBSCRIBERS BY PACIFICARE - PacifiCare reserves the
right to withdraw from IPA all or part of the Subscribers from IPA whose
Medical Services are not being properly provided pursuant to this Agreement.
PacifiCare shall provide written notice to IPA of such withdrawal and the
reasons therefore. PacifiCare shall then allow IPA thirty (30) days from the
date of such notice to correct deficiencies. If such deficiencies are not
corrected to PacifiCare's satisfaction within said period, PacifiCare may
withdraw its Subscribers as provided in this Section 12.08 and remove IPA's
name from PacifiCare's marketing materials.
12.09 TRANSFER OF SUBSCRIBERS - PacifiCare may require transfer of
Subscribers assigned to IPA for any reason; or, IPA may request transfer of
Subscribers assigned to it by PacifiCare to other IPAs for cause or if the
capacity of IPA is overburdened so that the provision of Medical Services as
required by this Agreement is affected; all such transfers shall be consistent
with the PacifiCare Provider Policies and Procedures Manual.
12.10 CAPTIONS - Captions in this Agreement are descriptive only and do not
affect the intent or interpretation of the Agreement.
12.11 AMENDMENT - This Agreement may be amended or modified only by
mutual written consent of the parties. Notwithstanding the foregoing
sentence, PacifiCare may amend this Agreement upon thirty (30) days written
notice to IPA in order to maintain compliance with applicable federal and
state laws; provided, however, any such amendment which affects a material
duty or responsibility of IPA and has a material adverse economic effect upon
IPA as reasonably demonstrated by IPA to PacifiCare, shall be subject to the
provisions of Section 12.12 below.
28
12.12 MODIFICATIONS OF THIS AGREEMENT AND/OR PACIFICARE PROVIDER POLICIES
AND PROCEDURES MANUAL AND/OR PACIFICARE HEALTH PLAN - Anything to the
contrary herein notwithstanding, in the event of any material modification of
this Agreement and/or the PacifiCare Provider Policies and Procedures Manual
and/or the Secure Horizons Medical and Hospital Plan that (i) affects a
material duty or responsibility of IPA, and (ii) causes a material adverse
economic effect to IPA, IPA and PacifiCare shall seek to agree to an
amendment to this Agreement which satisfactorily addresses the effect on
IPA's material duty or responsibility and reimburses the material economic
detriment caused to IPA. In the event such an agreement cannot be reached
within sixty (60) days after the date PacifiCare gives IPA written notice of
such modification, such modification shall not be effective.
12.13 TERMS; SECTIONS - Unless otherwise indicated, all terms in any
appropriate attachments, addendums and amendments hereto shall have the same
meaning attributed to such terms in the body of this Agreement and references to
section numbers are to the appropriate sections of this Agreement.
12.14 IPA'S AUTHORIZED REPRESENTATIVE - Unless otherwise indicated in
writing to PacifiCare, IPA warrants and authorizes its administrator to act as
its fully authorized representative to represent IPA and Member Physicians in
this Agreement and to receive any and all communications and notices hereunder.
12.15 ATTORNEYS' FEES AND COSTS - If any action at law or suit in equity is
brought to enforce or interpret the provisions of this Agreement or to collect
any monies due hereunder, the prevailing party shall be entitled to reasonable
attorneys' fees and reasonable costs, together with interest thereon at the
highest rate provided by law, in addition to any and all other relief to which
it may otherwise be entitled.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
____________________, California, on _______________, 19__.
PACIFICARE OF CALIFORNIA
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Title: Vice President
IPA
By: /s/ Xxxxx XxXxxxxx
-----------------------------------
Title: CEO
--------------------------------
Tax ID #:
-----------------------------
29
SCHEDULE OF ATTACHMENTS
A. A1. Hospital Services
A2. Medical Services
A3. Individual Stop Loss Program
A4. Hospital Control Program
1. Hospital Services Valuation Schedule
B. Secure Horizons Medical and Hospital Subscriber Agreement
C. Capitation Payment Rates and Methodology
D. Division of Financial Responsibility
E. PacifiCare Policies and Procedures Manual
F. IPA Facilities
G. Operational and Quality Assurance Requirements
30
ATTACHMENT A1
HOSPITAL SERVICES
Hospital Services are the financial responsibility of the Hospital. A summary of
most Hospital Services includes the following:
1. INPATIENT HOSPITAL CARE - Medically Necessary inpatient hospital care,
as defined by Medicare, but limited to a total of one hundred fifty
(150) days per Subscriber per Year. Unlimited days of inpatient
hospital care shall be provided to Subscribers, but PacifiCare shall
be financially responsible for days in excess of one hundred fifty
(150) days. Subscriber shall be assigned semi-private units, unless
medical necessity dictates private accommodations. Where the
Subscriber requests private accommodations, not required for medical
purposes, the incremental difference in fee-for-service rates shall
be the responsibility of the Subscriber. A summary of inpatient care
includes:
a. Medical/Surgical Care, Intensive Care, Cardiac Care and other
special care units (including Hospital Services associated with
non-experimental transplants as defined by Medicare);
b. Inpatient psychiatric;
c. Nursing Services, meals, drugs, medications (excluding take-home
medications), blood transfusions;
d. Medical and Surgical supplies and appliances;
e. Inpatient rehabilitation services, such as: inpatient physical,
occupational and speech therapy;
f. Inpatient alcohol and drug treatment and rehabilitation.
2. SKILLED NURSING - Medically Necessary Skilled Nursing Facility care,
as defined by Medicare. Patients shall be assigned semi-private units,
unless medical necessity dictates private accommodations. Where the
Subscriber requests private accommodations, not required for medical
purposes, the incremental difference in the fee-for-service rates
shall be the responsibility of the Subscriber. Skilled nursing
facilities must be Medicare licensed and approved.
3. TRANSPORTATION EXPENSES - Medicare approved ambulance services
provided within the IPA Service Area for Subscribers. When a transfer
of Subscriber from one facility to another is authorized by IPA or
PacifiCare, the cost of such transfer shall be a Hospital service. The
method of transfer shall be determined by IPA, but IPA shall
coordinate all Subscriber transfers to or from
31
Hospital with designated Hospital personnel. Also included are
paramedic services in emergency cases in the IPA Service Area.
4. HOME HEALTH CARE - As determined to be Medically Necessary, as defined
by Medicare and provided in lieu of hospitalization, as mutually
agreed to by IPA, Hospital and PacifiCare, including any required DME
and IV Therapy Services.
5. HOSPICE CARE - Should be coordinated with Medicare for special
reimbursement provisions.
6. OUTPATIENT SURGERY - Facility and supply charges for outpatient
surgery done either at Hospital or a free-standing surgery center.
7. END STAGE RENAL DISEASE - Facility charges for inpatient and
outpatient dialysis services for Subscribers who are medically
determined to have End Stage Renal Disease after enrollment in one of
PacifiCare's health plans.
8. OTHER HOSPITAL SERVICES
a. Devices surgically implanted during a hospital confinement or
during an outpatient surgery performed at the Hospital outpatient
surgery center or a free-standing surgery center.
b. Treatment programs for outpatient substance abuse as defined by
Medicare.
c. Appealed Services - Hospital Services denied by IPA and
PacifiCare which are found on appeal or arbitration through the
Subscriber grievance resolution process to be Hospital Services
which the Subscriber was entitled to have furnished under the
PacifiCare Secure Horizons health care delivery system.
d. Chemotherapy Drugs (inpatient and outpatient).
9. HOSPITAL SERVICES EXCLUDE THE FOLLOWING:
a. Durable Medical Equipment, except as provided in paragraph 4 above.
b. Medical Services in the IPA Service Area as defined by Attachment
A2 hereto.
c. Outpatient prescription drugs, including immunosuppressive drugs.
d. All out-of-IPA Service Area expenses, except those elective referrals
as authorized by IPA. PacifiCare, in conjunction with IPA, shall make
all decisions regarding the duration of a Subscriber's care at the
out-of-IPA Service Area facility and transfer of the Subscriber to an
IPA Service Area facility.
32
e. Vision materials (lenses and frames) except for those surgically
implanted during cataract surgery.
f. Anesthesiology services (inpatient and outpatient).
g. Experimental procedures, including any type of procedure not generally
recognized as of value by the medical community and its societies, as
determined by PacifiCare and IPA, in conformance with state and
federal law.
h. Cosmetic Surgery, except when performed to correct or repair the
physical functioning of a body part as a result of a functional
disorder or accidental injury.
i. Inpatient hospital care in excess of one hundred fifty (150) days per
Subscriber per Year except as provided in Paragraph 1 of this
Attachment A1.
j. Skilled nursing care in excess of one hundred (100) days per
Subscriber per Year.
k. Respite Care.
33
ATTACHMENT A2
MEDICAL SERVICES OTHER THAN HOSPITAL SERVICES
I. Medical Services, other than Hospital Services, provided in the IPA
Service Area are the financial responsibility of IPA. A summary of most
Medical Services includes the following:
1. PHYSICIAN SERVICES - Subscribers shall be entitled to Medically
Necessary covered inpatient and outpatient physician services included
in the PacifiCare's Secure Horizons Medical and Hospital Plan. A
summary of some physician services includes the following:
a. IPA Service Area inpatient services (including anesthesiology
services and physician services associated with non-experimental
transplants, as defined by Medicare) and outpatient physician
care.
b. Professional component of inpatient mental health.
c. Outside referrals to consultants including Emergency Room
consultations and also including emergency room charges.
d. Out-of-IPA Service Area physician services when such Medical
Services are rendered on an elective basis and upon approval of
IPA.
2. OUTPATIENT SERVICES - Such services include, among others:
a. Outpatient pathology and radiology, including MRI and CT scans.
b. Outpatient mental health (professional services only).
c. Short term, Medically Necessary rehabilitation (speech, physical
and occupational) therapy.
d. Health education and social services.
e. Immunizations when determined Medically Necessary by an IPA
Member Physician as recommended by the California Department of
Health Services. Adult Immunization Recommendations.
f. Periodic health evaluations.
g. Hearing screening, including audiogram.
h. Allergy testing and treatment, including allergy serum.
i. Lenses and frames required after cataract surgery, except lenses
surgically implanted during an outpatient surgery performed at
Hospital or at a free-standing surgery center.
j. Anesthesiology services.
k. Mammography screening, as defined by state and federal law.
34
3. DURABLE MEDICAL EQUIPMENT, PROSTHETIC DEVICES AND MEDICAL SUPPLIES
a. Durable Medical Equipment ("DME") as defined by Medicare. IPA
agrees to provide such devices and aids on an outpatient basis,
determined Medically Necessary.
b. Prosthetic devices, as defined by Medicare, except devices
surgically implanted during a Hospital confinement or outpatient
surgery performed at Hospital or free-standing surgery center.
c. Medical Supplies - Supplies used in connection with treatment or
to aid in the recovery of a medical condition when considered a
covered expense by Medicare.
4. HOSPITAL BASED PHYSICIAN SERVICE - All hospital based physician
services where the physician provides the professional component of an
inpatient hospital based service, the hospital outpatient surgery
center service, a free standing surgery center service or the
emergency room professional service. The charges of an
anesthesiologist are included as a Medical Services expense.
5. EMERGENCY SERVICES IN THE IPA SERVICE AREA - IPA ServiceArea Emergency
Services include emergency room charges and associated emergency room
physician and ancillary charges, inpatient medical and other Medical
Services which may not be delayed until facilities or physicians of
the Hospital or IPA (or alternatives authorized by IPA) can be used
without possible serious effects to the health of the Subscriber.
Such services must be Medically Necessary Emergency Services.
6. OTHER SERVICES - Medical Services denied by the Participating Medical
Group and PacifiCare which are found on appeal or arbitration through
the Subscriber grievance resolution process to be Medical Services
which Subscriber was entitled to have furnished through the Secure
Horizons Medical and Hospital Plan.
II. Medical Services exclude the following:
a. Outpatient prescription drugs.
b. Chemotherapy drugs.
c. Out-of-IPA Service Area expenses, except pursuant to paragraph I(1)(d)
above. PacifiCare, in consultation with IPA, shall make all decisions
regarding the duration of a Subscriber's care at the out-of-IPA
Service Area facility and transfer of the Subscriber to an IPA Service
Area facility consistent with state and federal law.
d. Vision materials (lenses and frames), except following cataract
surgery.
35
e. Immunizations for foreign travel and unexpected mass immunizations.
f. Experimental procedures, including any type of procedure not generally
recognized as of value by the medical community and its societies, as
determined by PacifiCare in accordance with state and federal law and
in connection with IPA.
g. Cosmetic Surgery, except when performed to correct or repair the
physical functioning of a body part as a result of a functional
disorder or an accidental injury.
36
ATTACHMENT A3
INDIVIDUAL STOP-LOSS PROGRAM
1. The Individual Stop-Loss ("ISL") Program is designed to limit the IPA's
costs per Subscriber per Year to a specified amount (the "deductible").
PacifiCare will assume all financial responsibility for the Subscriber in
excess of the deductible by paying IPA, based on the payment procedure as
outlined below, [ ** ] in excess of the deductible of the Cost of Care,
as defined in Attachment A4, included in full herein by reference.
2. Deductible: [ ** ] per Subscriber per Year.
3. Payment Procedures:
a. IPA must submit paid claims data in accordance with the procedures
specified in the PacifiCare Provider Policies and Procedures Manual;
b. Cost incurred by IPA for Medical Services provided during the last
thirty-one (31) days of the Year for which no benefits were payable
under the ISL Program because such costs were applicable to the
deductible may be carried forward for inclusion in the ISL
calculations for the next succeeding Year;
c. Medical Services rendered in connection with Worker's Compensation
cases or where payments of Medical Services provided under Section
3.01 of this Agreement are receivable through the coordination of
benefits, third party liability, or any other source of income,
including copayments, shall not be included in the Cost of Care
provided in calculating Stop-Loss liability;
d. PacifiCare will determine and pay all ISL Program claims within
sixty (60) days of receipt of a complete claim;
e. For continuing ISL cases (i.e., cases where more than one payment is
made during the calendar Year), PacifiCare will reimburse IPA
quarterly based on the submittal of a continuing ISL claim.
f. If the Subscriber transfers in the middle of the Year to another
Participating Medical Group and then exceeds the ISL, the payment for
all Medical Services in excess of the ISL will be shared
proportionately among the Participating Medical Groups who provided
Medical Services to the Subscriber during the Year.
37
ATTACHMENT A4
HOSPITAL CONTROL PROGRAM
As an incentive for the provision of Hospital Services to Subscribers in a cost
efficient manner, Hospital and IPA shall participate in the PacifiCare Hospital
Control Program. The Hospital Control Program shall utilize a Claims Fund
Withhold Amount and shall be calculated by comparing the Hospital Services
Budget to the Hospital Services Expense, as such terms are defined below.
1. HOSPITAL CLAIMS FUND - PacifiCare shall withhold [ ** ] from
Hospital's monthly capitation payment to create a claims fund (the "Hospital
Claims Fund") for the payment of claims for Hospital Services provided by
Outside Providers to Subscribers ("Outside Provider Claims"). If the claims
paid by PacifiCare behalf of the Hospital during any month exceed the total
of the Claims Fund, the amount of the deficit shall be withheld by PacifiCare
from Hospital's next months Capitation Payment in addition to Hospital's
monthly Claims fund withholding. Monthly withholding from Hospital's
Capitation Payment shall accrue until the balance in the Claims Fund equals
[ ** ] of the Hospital's current monthly Capitation Payment rate.
Subsequent monthly withholdings shall be recalculated and reduced to the
amount which, when added to the Claims Fund balance, maintains the Claims
Fund balance at [ ** ] of the Hospital's current monthly Capitation Payment
Rate.
Hospital shall have the right to review records of all disbursements from the
Claims Fund for compliance with this Agreement and the agreed-upon procedures.
Upon termination of this Agreement, any amounts owed by PacifiCare to Hospital
because of a remaining balance in the Claims Fund, or any amounts owed by
Hospital to PacifiCare because of a deficit in the Claims Fund, will be repaid
as set forth in Section 7.03.
2. HOSPITAL SERVICES BUDGET - the Hospital Services Budget shall equal the sum
of all Capitation Payments Hospital receives from PacifiCare during the Year,
plus the amount withheld from Capitation as the Claims Fund Withhold Amount.
3. HOSPITAL SERVICES EXPENSE - Hospital Services Expense shall be equal to the
sum of the following:
a. INPATIENT EXPENSES AT HOSPITAL - Inpatient costs for services rendered at
Hospital shall be valued as outlined in Hospital Services Valuation Schedule
(Attachment A4); PLUS,
b. NON-INPATIENT EXPENSES AT HOSPITAL - Other Hospital Services provided by
Hospital other than inpatient services shall be valued as outlined in Hospital
Services Valuation Schedule (Attachment A4) plus,
38
c. HOSPITAL SERVICES NOT PROVIDED AT HOSPITAL - The actual amount paid (1) out
of the Claims Fund Withhold Amount for Outside Providers or to PacifiCare
contracting hospitals other than Hospital; and (2) to providers who render
covered Hospital Services outside the Service Area, provided that such services
must be non-Emergency services authorized in writing by IPA, including
admissions for services which are not available within the Service Area; MINUS,
d. REINSURANCE LIMIT - Any amount of Hospital Services Expense, as defined in
3(a) through (c) above, in excess of [ ** ] per Subscriber per Year; MINUS,
e. COORDINATION OF BENEFITS - Any amount Hospital receives from third parties
pursuant to Section 3.08 of the Hospital Partial Risk Services Agreement between
PacifiCare and Hospital.
4a. BUDGET DEFICIT - If the annual Hospital Services Expense is greater than
the Hospital Services Budget upon completion of the annual calculation, the
amount of this excess will be referred to as the Budget Deficit. In the
event of a Budget Deficit, PacifiCare shall pay the Hospital [ ** ] of the
Budget Deficit up to [ ** ] per Year. PacifiCare shall adjust IPA's
Capitation Payment by retaining [ ** ] of the IPA's subsequent Capitation
Payment each month until the Budget Deficit amount is paid in full by
PacifiCare, on behalf of IPA, to Hospital.
In the event of termination of this Agreement, PacifiCare, on behalf of IPA,
shall reimburse Hospital any surplus amounts owed to Hospital within sixty (60)
days of receipt of the final audited annual calculation.
4b. BUDGET SURPLUS - If the annual Hospital Services Expense is less than
the Hospital Services Budget for any Year, the amount of this excess shall be
referred to as a Budget Surplus. In the event of a Budget Surplus,
PacifiCare shall pay IPA [ ** ] of the Budget Surplus plus a
per-member-per-month ("PMPM") bonus as outlined in Attachment A4. PacifiCare
will adjust Hospital's Capitation Payment by retaining [ ** ] of Hospital's
Capitation Payment from the subsequent month and pay this amount to IPA.
Should Hospital's next month's Capitation Payment not be large enough to
cover the settlement amount in full, PacifiCare shall continue to adjust
Hospital's Capitation Payment by retaining [ ** ] from Hospital's
Capitation Payment for subsequent month(s) until the settlement amount is
paid in full to IPA, by PacifiCare on behalf of Hospital.
In the event of termination of this Agreement, PacifiCare, on behalf of
Hospital, shall reimburse IPA any surplus amounts owed to IPA within sixty (60)
days of receipt of the final audited annual calculation.
39
In the event of termination of this Agreement, Hospital shall reimburse IPA any
surplus amounts owed to IPA within thirty (30) days of receipt of the final
audited annual calculation.
5. YEAR-END SETTLEMENT - Within one hundred and fifty (150) days following the
annual renewal date of this Agreement, PacifiCare shall provide written notice
to Hospital and IPA of comparing the Hospital Services Expense to the Hospital
Services Budget. Both IPA and Hospital shall have thirty (30) days from the
date of written notice to audit this comparison and submit any revisions to the
comparison to PacifiCare. Any submitted revisions must represent authorized
Hospital Services and must be approved by both IPA and Hospital in order for the
revisions to be included in any recalculation. Such approval shall not be
unreasonably withheld. PacifiCare shall then have thirty (30) days to make any
necessary adjustment to the calculation and return the itemized calculation to
IPA and Hospital. Such calculation shall be considered the final calculation
unless Hospital, IPA and PacifiCare agree to extend the calculation process.
Any amounts owing shall be paid to the appropriate party, as provided in
Sections 4a and 4b above.
In the event that Hospital Services Expense claims were incurred during the
calendar year in question but were not paid until after the final calculation,
such Hospital Services Expenses shall be carried forward and applied to the
subsequent calendar year's Hospital Control Program as a Hospital Service
Expense for that Year.
40
ATTACHMENT A4-1
HOSPITAL SERVICES VALUATION SCHEDULE
ST JUDE MEDICAL CENTER
SECURE HORIZONS
PROSPECT MEDICAL GROUP
HOSPITAL RISK POOL
Inpatient Services:
-------------------
Med/Surgical(Per Diem) $[ ** ]
ICU/CCU/Telemetry(Per Diem) $[ ** ]
CardioVascular Surgery(Per Case) $[ ** ]
(DRG's 104-110)
Angioplasty (Per Case) $[ ** ]
(DRG 112)
Cardiac Cath (Per Case) $[ ** ]
(DRG 124)
Orthopaedic Surgery (Per Case) $[ ** ]
(DRG's 209,210,214)
Outpatient Services: [ ** ]
Outpatient Surgery: Case Rates
-------------------
Arthroscopies $[ ** ]
Laparoscopic Procedures $[ ** ]
Lithotripsy $[ ** ]
Fractures of Hips and Pelvis $[ ** ]
Cardiac Pacemaker Device Replacement $[ ** ]
Inguinal Hernia $[ ** ]
Breast Biopsy w/ or w/o Localization $[ ** ]
Cataract w/IOI $[ ** ]
Cataract w/Lens $[ ** ]
Bunionectomy $[ ** ]
Other Outpatient Surgical Procedures [ ** ]
41
ATTACHMENT A4-1
HOSPITAL SERVICES VALUATION SCHEDULE
ST JUDE MEDICAL CENTER
PROSPECT MEDICAL GROUP
PAGE 2
Exclusions: (Reimbursed Separately)
---------------------------------
Excluded from Case Rates and/or per diems
Prosthesis/Implants/DME/Chole-K/ [ ** ]
Pacemakers/Valves/Balloon Catheters/
DCA cutting Devices/Imaging Catheters
Emergency Room:
$0-$300 in Gross Charges [ ** ]
$301 and greater [ ** ]
Risk Pool Distribution:
St. Jude Medical Center [ ** ]
Prospect Medical Group [ ** ]
Limited Downside Risk-Prospect Med Group [ ** ]
St. Jude Medical Center Stop Loss Reinsurance [ ** ]
BED DAYS BONUS SCHEDULE
Bed Days/Thousand: Total member months Bonus
------------------ ------
1,200 or greater [ ** ]
1,000 to 1,199 [ ** ]
951 to 999 [ ** ]
900 to 950 [ ** ]
850 to 899 [ ** ]
800 to 849 [ ** ]
700 to 799 [ ** ]
600 to 699 [ ** ]
Under 600 [ ** ]
41a
ATTACHMENT B
SECURE HORIZONS MEDICAL AND HOSPITAL SUBSCRIBERS AGREEMENT
Secure Horizons Medical and Hospital Subscriber Agreement is available
upon request. A summary of the Schedule of Benefits is attached.
42
ATTACHMENT C
COMPENSATION
CAPITATION PAYMENTS - PacifiCare shall make monthly Capitation Payments
to IPA based on the number of Subscribers eligible to receive Medical
Services from IPA.
A. BENEFIT WITHHOLD
PacifiCare shall retain [ ** ] of the revenue received each month from
HCFA to fund the following Subscriber benefits. These benefits are outlined
more specifically in the Secure Horizons Medical and Hospital Subscriber
Agreement (see Attachment B).
1) Outpatient prescription drugs
2) Acute hospital days greater than 150/year
3) Respite Care
4) Immunosuppressive drugs
5) Mammography (see Section E below)
IPA shall be given the opportunity to share in any savings which may be
present in the Benefit Withhold fund through the Benefit Withhold Incentive
Program as outlined in Attachment E.
B. MONTHLY HCFA PAYMENT
[ ** ] of the Monthly HCFA Payment and LESS [ ** ] of the Monthly
HCFA Payment as payment for the premium for Individual Stop Loss coverage.
The payment per Subscriber per month by PacifiCare to IPA shall be increased
or decreased to reflect increases or decreases made by HCFA in the Monthly
HCFA Payment. PacifiCare shall make monthly retroactive adjustments to
reflect adjustments made by HCFA, if any.
PacifiCare shall provide IPA appropriate documentation in support of the
actual Capitation Payment made. Should IPA desire additional billing
information, PacifiCare shall make available for inspection other mutually
agreed upon documents, upon thirty (30) days prior written notice from IPA.
IPA shall have the right to reasonably audit PacifiCare's books and records
directly relating only to IPA's Capitation Payment determinations upon
thirty (30) days prior written notice at IPA's sole expense.
C. SUBSCRIBER PREMIUM (if applicable)
IPA shall receive [ ** ] per Subscriber per month as payment of the
IPA's portion of the Member Premium.
43
D. RETIREE SUBSCRIBER COMPENSATION
IPA shall receive an additional per month payment from PacifiCare for
certain Retiree Subscribers whose benefit plans permit a lesser Copayment.
This additional amount shall be determined by PacifiCare based on the number
of Retiree Subscribers enrolled each month in each of the Copayment
categories set forth below.
Copayment Paid Monthly Payment
By Retiree Subscriber Per Retiree Subscriber
--------------------- ----------------------
$ 0 $[ ** ]
$ 1 $[ ** ]
$ 2 $[ ** ]
$ 3 $[ ** ]
$ 4 $[ ** ]
$ 5 [ ** ]
E. MAMMOGRAPHY
IPA shall receive [ ** ] for each screening and diagnostic mammography
study performed above the 1987 PacifiCare-wide baseline, specific to the
Secure Horizons program, for such studies. (This baseline equals 267 studies
per 1,000 adult females.) The amount due to IPA shall be calculated based
upon utilization data submitted by IPA and shall be paid within one hundred
and fifty (150) days of the end of the current calendar year.
F. INSTITUTION-TO-INSTITUTION TRANSFERS
IPA shall xxxx PacifiCare and PacifiCare shall pay for Medical Services
provided to Subscribers who enroll with IPA through a transfer from another
PacifiCare contracted-IPA and who are in a skilled nursing facility, acute
care hospital, or are receiving any other type of acute institutional care at
time of enrollment with IPA. Medical Services provided to such Subscribers
shall be reimbursed under this special program until the Subscriber is
discharged from the institutions noted above. If Subscriber is discharged from
such institution to home with home health services being provided in-lieu of
hospitalization, such home health services will be covered under this
program as well. Reimbursement to IPA for these Medical Services shall be at
the Cost of Care rates included in Attachment A4, but no greater than the ISL
deductible per Subscriber during the Initial Term or any subsequent term of
this Agreement.
IPA shall batch these bills together and identify the bills as
institution-to-institution prior to submitting xxxx to PacifiCare. Bills
must be submitted to PacifiCare no later than sixty (60) days from the
provision of Medical Services. Expenses for Medical Services identified as
institution-to-institution and rendered from
44
August 1, 1993 through December 31, 1994 only will be included in the
institution-to-institution program. A final claim must be filed for such
Medical Services by March 31, 1995 to be reimbursed under this
institution-to-institution program.
45
ATTACHMENT D
DIVISION OF FINANCIAL RESPONSIBILITY
The attached template outlines the contractual division of financial
responsibility among IPA, Hospital and PacifiCare, the intent being to
clarify services and service categories in order to provide for accurate
administration of this Agreement. As it is impossible to include every
Medical Service available, this Attachment D serves as a model under which
broad service categories suggest the appropriate financial responsibility for
Medical Services, or items not specifically listed. Should an item or service
not be listed or fit into a broad category, the intent is for an agreement to
be reached among IPA, Hospital and PacifiCare concerning financial
responsibilty. The template is based upon coverage/financial responsibility
within the IPA Service Area ("In Area") unless otherwise specified.
46
DIVISION OF FINANCIAL RESPONSIBILITY
CALIFORNIA
Secure Horizons Partial Risk Agreement
(IPA & Hospital Capitated)
IPA Prospect Medical Group Hospital St. Jude Medical Center
-------------------------- ---------------------------
Responsible Party List of Benefits
--------------------- ------------------------------
IPA Hospital Pacificare
AIDS - Professional Component
- Facility Component
Allergy
- Testing
- Serum
Ambulance, Air or Ground - In Area
Out of Area
Amniocentesis
Anesthetics, Administration of
(Anesthesiology)
Artificial Insemination
Artificial Limbs (DME)
Biofeedback
Blood & Blood Products (Including Professional
Component)
- From Blood Bank [ ** ](1)
- Autologous Blood Donation
Chemical Dependency Rehabilitation
- Inpatient Facility Component
- Inpatient Professional Component
- Outpatient Professional Component
- Outpatient Facility Component
Chemotherapy
- Drugs
- Professional Component
Chiropractic (Medicare approved only)
Colostomy Supplies
- Outpatient
- Inpatient
Contact Lenses
- Intraocular lens (surgically
implanted)
- Incident to Cataract Surgery
(not surgically implanted)
Cosmetic Surgery (Medically Necessary)
- Facility Component
- Professional Component
Dental Services (for repair of
accident/injury only)
- Facility Component
- Professional Component
Detox
- Facility Component
- Professional Component
(1) All references to division of responsibility have been deleted.
47
DIVISION OF FINANCIAL RESPONSIBILITY
CALIFORNIA
Secure Horizons Partial Risk Agreement
(IPA & Hospital Capitated)
IPA Prospect Medical Group Hospital St. Jude Medical Center
-------------------------- ---------------------------
Responsible Party List of Benefits
--------------------- ------------------------------
IPA Hospital Pacificare
Durable Medical Equipment (DME)
(Medicare approved only)
- Surgically Implanted
- Inpatient of SNF
- In Lieu of Hospitalization
- Outpatient
- Hearing Aids
Emergency Admissions - (In Area)
- Facility Component
- Professional Component
(Out of Area)
- Facility Component
- Professional Component
Emergency Room Facility Component
- In Area
- Out of Area
Emergency Room Physicians - In Area
- Initial Treatment and Hospital Based MDs
(interpretation)
- Consults
- Out of Area
Employment Physical
Endoscopic Studies
- With Biopsy [ ** ](1)
- Without Biopsy
Experimental Procedures
Family Planning (Medicare approved only)
- Professional Component
- Facility Component
Fetal Monitoring
- Outpatient
- Impatient
Genetic Testing
Health Education
Health Evaluation (Physical)
Hearing Aids
Hearing Screening
Hemodialysis
- Inpatient
- Outpatient
(1) All references to division of responsibility have been deleted.
48
DIVISION OF FINANCIAL RESPONSIBILITY
CALIFORNIA
Secure Horizons Partial Risk Agreement
(IPA & Hospital Capitated)
IPA Prospect Medical Group Hospital St. Jude Medical Center
-------------------------- ---------------------------
Responsible Party List of Benefits
--------------------- ------------------------------
IPA Hospital Pacificare
Home Health Care
- In Lieu of Hospitalization
(includes IV or /injectables)
- Other
Hospital Services (Special Medicare
Reimbursement Program)
- Inpatient
- Professional Component
Hospital Based Physicians
- Anesthesiology
- Audiology
- Cardiology
- Emergency Room
- Diagnostic Services
- Neonatology
- Neurology
- Nephrology
- Pathology
- Physical Medicine
- Pulmonary [ ** ](1)
- Radiology
- Radiation Oncology
- Surgeon
Hospitalization, Inpatient Services
Supplies, Testing
- In Area
- Out of Area
Immunization and Inoculations
- As Medically indicated -
Medically approved
- For work/travel
Infertility (diagnosis and Treatment)
- Professional Component
- Facility Component
Injections and Injected Substances
(outpatients)
Insulin & Syringes
Laboratory Services
- Outpatient
- Inpatient
Lithotripsy
- Professional Component
- Facility Component
(1) All references to division of responsibility have been deleted.
49
DIVISION OF FINANCIAL RESPONSIBILITY
CALIFORNIA
Secure Horizons Partial Risk Agreement
(IPA & Hospital Capitated)
IPA Prospect Medical Group Hospital St. Jude Medical Center
--------------------------------- -----------------------------
Responsible Party List of Benefits
----------------- -----------------------------
IPA Hospital PacifiCare
Mammography
Marriage Counseling
Medication
- In Lieu of hospitalization (intravenous)
- Inpatient
- O.P. covered /injectables
- O.P. non-injectables
Mental Health
- Inpatient Facility Component
- Inpatient Professional Component
- Outpatient Professional Component
Nuclear Medicine Diagnostic
Nuclear Medicine Therapy/Treatment
- Facility Component--Inpatient
- Professional Component
- Facility Component--Outpatient
Nutritional/Dietetic Counseling
Office Visit Supplies, Splints, Bandages-etc.
Organ Transplants (non-experimental)
- Facility component
- Professional component
O.P. Surgery
- Facility Component [ ** ](1)
- Professional Component
(Facility Based MD's)
- Professional Component - other
- Anesthesiology
Outpatient Surgery/Facility Based Physicians
- Anesthesiology
- Audiology
- Cardiology
- Emergency Room
- Diagnostic Services
- Neonatology
- Neurology
- Nephrology
- Pathology
- Physical Medicine
- Pulmonary
- Radiology
- Radiation Oncology
- Surgeon
(1) All references to division of responsibility have been deleted.
50
DIVISION OF FINANCIAL RESPONSIBILITY
CALIFORNIA
Secure Horizons Partial Risk Agreement
(IPA & Hospital Capitated)
IPA Prospect Medical Group Hospital St. Jude Medical Center
--------------------------------- -----------------------------
Responsible Party List of Benefits
----------------- -----------------------------
IPA Hospital PacifiCare
Outpatient Diagnostic Services (Including
but not limited to those listed below)
- Angiograms
- Cat Scan
- 2 D Echo
- EEG
- EKG
- EMG
- ENG
- MRI
- Treadmills
- Ultrasound
Physical Therapy
- Inpatient
- Outpatient
Physician visits
- To Hospital
- To S.N.F.
- To Patients Home
Physician Office Visits/Consultations
Podiatry Services (requires P.M.G. referral)
Pregnancy
- Professional Component [ ** ](1)
- Facility Component
Prosthetic Devices
- Inpatient
- Outpatient
Radiation Therapy
- Facility Component (Inpatient)
- Facility Component (Outpatient)
- Professional Component
Radiology Services
- Outpatient
- Inpatient
- O.P. Surgery
Reconstructive Surgery
- Facility Component
- Professional Component
- Prosthetics
Refractions
Rehabilitation (Short Term eq: P.T., O.T.,
Speech, Cardiac Therapy)
- Inpatient Facility Component
- Inpatient Professional Component
- Outpatient Facility Component
- Outpatient Professional Component
(1) All references to division of responsibility have been deleted.
51
DIVISION OF FINANCIAL RESPONSIBILITY
CALIFORNIA
Secure Horizons Partial Risk Agreement
(IPA & Hospital Capitated)
IPA Prospect Medical Group Hospital St. Jude Medical Center
--------------------------------- -----------------------------
Responsible Party List of Benefits
----------------- -----------------------------
IPA Hospital PacifiCare
Skilled Nursing Facility
Social Services - Medical
Specialist Consultations
Surgical Supplies
- Inpatient
- Outpatient Facility
- Outpatient IPA
TMJ
- Dental Treatment
- Diagnosis and Medically Necessary
Correction [ ** ](1)
- Inpatient Facility Component
Transfusions
- From Blood Bank
- Autologous Blood Donation
Tissue Plasminogen Activator (TPA)
Vision Screening
Vision Care
- Implanted lenses (cataract surgery)
- Lenses and Frames incident to
cataract surgery
- Non-cataract related lenses and frames
- Medically necessary care
- Refractions
(1) All references to division of responsibility have been deleted.
52
ATTACHMENT E
PACIFICARE POLICIES AND PROCEDURES MANUAL
The PacifiCare Policies and Procedures Manual shall be provided to Hospital
by PacifiCare concurrent with the execution of this Agreement.
HOSPITAL
Received this_____________day of ___________________________, 199__.
By:_______________________________
Title:____________________________
53
ATTACHMENT F
IPA FACILITIES
Page 1
PROSPECT MEDICAL GROUP PROVIDED LISTING
PRIMARY CARE PHYSICIANS
FAMILY PRACTICE
Xxxxxx Xxxxxx, M.D. 0000 Xxxxxxxx Xxx 579-6865
Xxxxx XxXxxxxx, M.D. Xxxxx Xxxxx, XX 00000 579-6850
Xxxxxxx Xxxx, M.D. 579-6870
R. Xxxxx Xxxx, M.D. 579-6840
Xxxx Xxxxx, M.D. 579-6860
Xxxx Xxxxxx, M.D.
Xxxxxxx Xxxxxxxx, M.D. 579-6820
Xxxxx Xxxxxxx, M.D. 579-6845
Xxxxxx Xxx, M.D. 579-6885
Xxx XxXxxxx, M.D. 579-6855
Xxxx Xxxxxxx, M.D. 579-6825
Xxxxxx Xxxxxx, M.D. 579-9911
Xxxx Xxxxxxx, M.D. 579-6835
Xxxxxx Xxxxx, M.D. 579-6875
Xxxxxx Xxx, M.D. 579-6815
Xxxxxxx Xxx, M.D. 579-6830
Xxxxxx Xxxx, D.O. 000 X. Xx. Xxxxxxx #X 000-0000
Xxxxxxx, XX 00000
Xxxxxxx Xxxxx, M.D. 000 X. Xxxxxxxx Xxx. #000 000-0000
Xxxx, XX 00000
Xxxx Fonmin, M.D. 0000 X. Xxxxxxx Xxx Xxxx. #000 594-8331
Xxxxxxx Xxx, XX 00000
Xxxxxx Xxxxxx, D.O. 0000 X. Xxxxxxxxx Xxx 000-0000
Xxxxxxxxx, XX 00000
Alex Go, M.D. 0000 Xxxx Xx 635-2833
S. Xxxxxx Xxxxx, M.D. Xxxxxxx, XX 00000 9am-6pm
Xxxxx X. Xxxx, M.D. 635-3381
after 6pm
Xxxxxxx Xxxxx, M.D. Family Medical Group of 860-1144
Xxxxx Xxxxxx, M.D. Diamond Bar
Xxxxx Xxxxxx, M.D. 000 X. Xxxxxxx Xxx Xxxx.
Xxxxx Xxxxxxx, M.D. Xxxxxxx Xxx, XX 00000
Xxxxx Xxxxx, M.D.
Xxxxxxx Xxxxx, M.D. 000 X. Xxxxxxxx #C (000) 000-0000
Xx Xxxxx, XX 00000
ATTACHMENT F
IPA FACILITIES
Page 2
INTERNAL MEDICINE
Xxxxxx Xxxxxxxx, M.D. 0000 X. Xxxxx Xxxxx Xxxx. #0 996-3700
Xxxx Xxxxxxxx, M.D. Xxxxxxxxx, XX 00000
Xxxxxx Xxxxx, M.D. 00000 X. Xxxxxxxxxxx #X 000-0000
Xxxxx Xxxxx, XX 00000
00000 Xx Xxxxx Xxx. #000 000-0000
Xxxxx Xxxxx, XX 00000
Xxxxx Xxxxxxx, M.D. 0000 Xxxxxxxx Xxx. 000-0000
Xxxxx Xxxxx, XX 00000
ATTACHMENT G
PAGE 1
CONTINUOUS QUALITY IMPROVEMENT FORM
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
DATE: JULY 14, 1993
---------------------
QMS NAME: Xxxx Xxxxxxx RN, MSN, CPHO
-----------------------------------------------
MEDICAL GROUP/IPA: Prospect Medical Group Precontractual Follow Up Action Plan
-----------------------------------------------------------
REPORTING TIME FRAME: MONTHLY QUARTERLY SEMI-ANNUALLY ANNUALLY
---- ---- ----- -----
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
TOPIC FINDINGS/DISCUSSION CORRECTIVE ACTION FOLLOW-UP MONITORING
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
1. 1992 Complaint Complaints consistently Implement system to Complete self
PTMPY Score for related to delay/denial monitor/track complete study on all
Commercial 3.82 of referral, service and processing of referral referrals for
above Network treatment. requests by PCP's using August, September
Average (2.77). following criteria: and October 1993
1992 Complaint a. Emergency referrals to determine
Severity Score require immediate compliance with
7.64 above Network determination. referral criteria.
Average (4.78). b. Emergent/urgent Submit results of
0000 XXX referrals requires Self Study to
Complaints=8. determination within Group QAC and
one working day. Pacificare by
c. All other referrals November 1993.
require determination
within 10 working days.
2. 1992 IPA QA No evidence of structured Annual QA Plan submitted to Submit copies of
Assessment Score QA Program. QAC for review/approval. minutes to
1.45 (below Yearly QA Work Plan submitted PacifiCare by
Network Average of to QAC for review/approval. October 1993.
3.27) Monthly QAC meetings with
agenda and minutes.
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ATTACHMENT G
PAGE 2
CONTINUOUS QUALITY IMPROVEMENT FORM
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Prospect Medical Group page 2
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
TOPIC FINDINGS/DISCUSSION CORRECTIVE ACTION FOLLOW-UP MONITORING
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
3. Clinical Peer No evidence of clinical Implement Clinical Peer Submit Peer Review
Review peer review. Need to Review for all PCP's by Criteria to group
begin structured clinical reviewing 10-15 ambulatory QAC for approval
peer review. care records using pre- by September 1993.
determined clinical record Begin Clinical
review criteria. Peer Review using
approved criteria
by October 1993.
Report results of
Peer Review to
group QAC by
November 1993.
4. Health Maintenance Achieve compliance with Implement mechanism for Report initial
Screening Criteria age appropriate CPE's; tracking and monitoring PCP results of
not met during PAP's; Mammography; stool compliance with all health monitoring to QAC
Precontractual for occult blood; rectal maintenance screening. October 1993.
Chart Review. exam/prostate exam.
5. Physician Precontractual chart As above under Clinical Peer As above under
documentation in review demonstrated PCP's Review. Clinical Peer
ambulatory care non-compliance with Review.
records. documentation standards.
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
ATTACHMENT G
PAGE 3
CONTINUOUS QUALITY IMPROVEMENT FORM
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Prospect Medical Group page 3
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
TOPIC FINDINGS/DISCUSSION CORRECTIVE ACTION FOLLOW-UP MONITORING
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
6. Physician Physician Credentialling Continue progress in Demonstrate
Credentialling baseline study showed low compliance with appointment documented
compliance with physician criteria. Implement a evidence of
credentialling standards. reappointment process to progress
In excess of 6 month include timely follow up of made/compliance
response time by Medical 805 reports. Develop with standards by
Director to query from mechanism to insure timely October 1993.
PacifiCare Physician response by group Medical
Credentialling Unit Director to PacifiCare
regarding follow up on Medical Director concerns.
805 reports on 2 Establish Clinical Profile
physicians. records for each
practitioner.
7. Access Studies Access Studies due from Submit October 1993 Access 1993 October
group March and October Studies by November 1, 1993. Access Studies
each calender year. received by
Failed to submit October PacifiCare by
1992 Access Studies. 1993 November 1, 1993.
Access Study submitted
4.28.9]
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