Exhibit 10 (u)
IPA SERVICE AGREEMENT
This IPA Service Agreement is made and entered into as of this 1st day of
January, 1997 by and between PHYSICIANS HEALTH SERVICES OF CONNECTICUT, INC., a
Connecticut corporation, and PHS INSURANCE OF CONNECTICUT, INC., a Connecticut
corporation, (together, "PHS"), on the one hand, and FAIRFIELD INDIVIDUAL
PRACTICE ASSOCIATION, INC. ("IPA"), on the other hand;
WHEREAS, PHS arranges for the provision of Covered Services (as defined
below) to Members (as defined below);
WHEREAS, IPA is an individual practice association which has entered into
contracts with physicians and other health care providers to arrange for and
facilitate the provision and delivery of Covered Services (as defined below) to
Members;
WHEREAS, PHS and IPA mutually desire to preserve and enhance patient
dignity;
NOW, THEREFORE, in consideration of the premises and other mutual covenants
herein contained and other good and valuable considerations, it is mutually
agreed as follows:
ARTICLE 1. DEFINITIONS
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1.1 "Affiliate" means any company controlling, controlled by or under common
control with PHS.
1.2 "Consultant" means a physician (other than a Participating Physician and a
Non-IPA Participating Physician) (i) to whom a Member has been referred or
who has been asked to provide Covered Services on behalf of a Member by a
Participating Physician or (ii) who provides Covered Services to IPA
members pursuant to the out of network benefits of a Program.
1.3 "Corridor" means the amount equal to 5% greater or less than budgeted
amounts established pursuant to Section 5.1 hereof.
1.4 "Covered Services" means those Medically Necessary services and benefits
that Members are entitled to receive under a Program. As used herein,
Covered Services excludes PHS Responsible Services.
1.5 "Emergency" means the accidental injury or the unexpected onset of a
serious illness, which has the potential for causing immediate disability
or death or requiring immediate alleviation of pain and discomfort. The
determination of whether Emergency services are Covered Services rests
exclusively with the Medical Director.
1.6 "Excess Payment" means amounts by which actual payments made by PHS on
behalf of IPA pursuant to Section 5.3 exceed the amounts budgeted therefor
in accordance with Section 5.1 hereof (after giving effect to any
applicable Corridors).
1.7 "Funds" means each of the funds established pursuant to Section 5.2 hereof.
1.8 "IPA Member" means Members who have selected or who have been assigned a
Participating Physician as their Primary Care Physician.
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1.9 "IPA Advisory Committee" means a committee comprised of representatives of
IPA, and such other individual practice associations or physician hospital
organizations with which PHS contracts for the provision of Covered
Services, which elect to have representation on the IPA Advisory Committee.
1.10 "Medical Director" means one or more physicians or other persons appointed
by PHS to be responsible for, among other things, administering PHS's
medical affairs and for serving as medical liaison to Participating
Physicians.
1.11 "Medically Necessary" means services or supplies which are necessary and
appropriate for the treatment of a Member's illness or injury or for the
preventive care of a Member, according to accepted standards of medical
practice prevailing at the time of treatment.
1.12 "Member" means (i) any person who has entered into a contract with PHS, or
any Affiliate, for the provision of Covered Services, and his or her
eligible dependents; (ii) any person and his or her eligible dependents,
who is offered health care services through a plan sponsored by his or her
employer that is administered by PHS, or any Affiliate; and (iii) any
person who participates in a Program for a government sponsored plan of
health insurance.
1.13 "Non-IPA Participating Providers" means a health care provider with whom
PHS directly or indirectly contracts for the provision of Covered Services
(other than through IPA).
1.14 "Office Manual" shall mean the PHS/IPA Office Manual describing, among
other things, IPA's rules, regulations, protocols and procedures;
reimbursement schedules; termination protocols and appeals procedures; and
PHS's billing procedures, referrals and authorization policies, utilization
review and quality assessment guidelines, coding guidelines and benefit
summaries, as such Office Manual is revised from time to time; provided,
however, that no amendments or modifications to the Office Manual shall be
made without IPA's consent which will have the effect of (i) adversely
affecting any rights or remedies of IPA as against PHS or any Participating
Physician; (ii) adding to, increasing or adversely affecting (as to IPA)
any obligations of IPA to PHS or any Participating Physician; or (iii)
amending or modifying any sanctions, penalties or termination protocols of
PHS as against any Participating Physician or IPA's process for
sanctioning, penalizing or terminating any Participating Physician or
appealing decisions with respect thereto. The Office Manual as in effect
on the date hereof is incorporated herein by reference. As used herein,
"Office Manual" means both the PHS and IPA sections of the Office Manual.
1.15 "Participating Physician" means a duly licensed medical doctor, osteopathic
physician or oral surgeon who has entered into a currently effective
Physician Agreement with IPA.
1.16 "Performance Standards" means standards used by PHS to measure performance
of Participating Physicians, including without limitation, quality of care
and service, compliance with utilization and referral protocols, billing
procedures, claims adjudication, record keeping requirements and such other
criteria reasonably believed by PHS to be appropriate, as such Performance
Standards may be modified from time to time.
1.17 "PHS Responsible Services" means other Covered Services listed in Exhibit A
for which PHS assumes responsibility for payment, as such Exhibit A may be
modified from time to time in accordance with Section 10.8 hereof.
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1.18 "Physician Agreement" means an agreement between IPA and Participating
Physicians in the form of Exhibit B hereto, as such Exhibit B may be
amended or modified from time to time in accordance with Section 10.8
hereof.
1.19 "Primary Care Physician" means a Participating Physician who provides
primary care services to Members, initiates referrals for non-primary care
services and is responsible for maintaining its continuity of care provided
to a Member. A Primary Care Physician may be a family practitioner,
internist or pediatrician.
1.20 "Programs" means all programs of health insurance established, administered
and/or maintained by PHS, or any Affiliate, or established, administered
and/or maintained jointly by PHS, or any Affiliate, and another payer now
or at any time during the term of this Agreement, including, without
limitation, fully funded plans, administrative services only plans, point
of service plans, network access plans, Medicare cost plans, small group
plans, governmental plans (other than Medicare risk and Medicaid),
gatekeeper model plans and exclusive provider organization plans, as
such Programs are modified from time to time in PHS's sole discretion. For
purposes of this Agreement, Programs includes all Programs marketed jointly
by PHS and The Guardian Life Insurance Company of America.
1.24 "Referral" means written authorization issued by the Primary Care Physician
prior to the Member's use of a specialist.
1.25 "Surplus Amounts" means amounts by which actual payments made by PHS on
behalf of IPA pursuant to Section 5.3 are less than amounts budgeted
therefor in accordance with Section 5.1 (after giving effect to any
applicable Corridors).
ARTICLE II - PHS RESPONSIBILITIES
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2.1 Administrative Function. PHS will perform, as requested by IPA, all
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administrative, marketing, enrollment, financial, utilization review,
accounting, claims processing and payment, management information systems,
member grievance, quality assessment and other functions necessary or
appropriate for the proper administration of the Programs and the provision
of Covered Services necessary or appropriate to Members, other than
clinical services.
2.2 Credentialing. PHS shall be responsible for all credentialing and
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recredentialing of all Participating Physicians. Credentialing shall be
coordinated with appropriate IPA committees.
2.3 Office Manual. PHS shall maintain an Office Manual for the benefit of PHS,
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IPA and Participating Physicians, which shall set forth the programs,
procedures, rules, regulations and protocols of IPA and PHS, relating to
the delivery of Covered Services by Participating Physicians and
participation of Participating Physicians as members of IPA. PHS shall
furnish an Office Manual to each Participating Physician and shall send
supplements or revisions to the Office Manual to Participating Physicians
prior to the effective date thereof. PHS shall develop Performance
Standards which it shall use to monitor performance of Participating
Physicians. PHS shall promptly advise IPA (or the IPA Advisory Committee
if such Committee is assigned responsibility by IPA for performance reviews
of Participating Physicians) if a Participating Physician fails to satisfy
such Performance Standards. If any provisions in the Office Manual with
respect to Participating Physicians conflicts with any provisions of the
Physician Agreement, then the provisions of the Physician Agreement shall
control.
2.4 Performance Standards. PHS shall develop Performance Standards which it
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shall use to monitor performance of Participating Physicians. PHS shall
promptly advise IPA (or the IPA Advisory
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Committee if such Committee is assigned responsibility by IPA for
performance reviews of Participating Physicians) if a Participating
Physician fails to satisfy such Performance Standards.
2.5 Data Reporting. PHS shall provide IPA with quarterly utilization reports.
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The utilization review performed by PHS shall be consistent with
utilization reviews performed for all other health care providers
participating in PHS's network of providers.
2.6 Eligibility Verification. PHS shall make available to the Participating
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Providers electronic eligibility verification of current Members enrolled
in PHS. PHS shall use its best efforts to assure that its information is
current; provided, however, that in the event a Member has ceased to be
eligible for benefits under a PHS Program at the time services are rendered
by a Participating Physician, neither IPA nor PHS shall be liable for
payment in respect of such services.
2.7 IPA Advisory Committee. PHS shall develop and administer programs to
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enhance the delivery of Covered Services to Members, including programs to
achieve more effective quality controls, cost and utilization efficiencies.
PHS shall consult with the IPA Advisory Committee in the development and
implementation of programs that would materially affect the manner in which
Participating Physicians deliver Covered Services to Members and shall use
its best efforts to incorporate such recommendations of the IPA Advisory
Committee that would not adversely affect the administration of such
programs, or PHS's financial condition or business operations.
ARTICLE III - IPA RESPONSIBILITIES
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3.1 Services. PHS hereby retains IPA to arrange for the provision of Medically
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Necessary Covered Services to Members through Participating Physicians and
where appropriate, Consultants and other health care professionals, in
accordance with PHS's Programs and applicable law. Participating
Physicians shall be responsible for determining Member eligibility and
benefit verification prior to performing Covered Services, and in the case
of a Program for which a Referral or other authorization is required prior
to performing Covered Services, for obtaining such Referral or other
authorization or, in the event that the Member elects not to obtain such
Referral or authorization, for informing the Member that failure to obtain
such Referral or authorization may result in co-payments, deductibles, or
in certain instances, denial of such services as Covered Services under the
benefit provisions of the Member's Program. Failure to inform the Member,
or the Member's representatives, that certain services are beyond the scope
or duration of Covered Services, and obtain a written waiver, will result
in IPA and Participating Physician being unable to xxxx the Member or PHS.
All Covered Services rendered by Participating Physicians shall be subject
to the terms and conditions of this Agreement and the Physician Agreement.
3.2 Standards of Care. The Physician Agreement shall require Participating
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Providers to render all Covered Services to Members consistent with the
quality of medical care that is in conformity with accepted medical care
and surgical practices of the American Medical Association and the practice
prevailing in IPA's service area. Each Participating Physician will have
the training and experience in the field in which they perform Covered
Services.
3.3 Further Acts. IPA shall take all acts or actions necessary within the
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scope of this Agreement to permit compliance by PHS with applicable law as
well as accreditation programs conducted by the NCQA, or another entity
performing similar functions.
3.4 Medical Advice. IPA and Participating Physicians shall be solely
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responsible for all medical advice and treatment rendered to Members
receiving medical care from Participating Providers and for the performance
of Covered Services.
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3.5 Physician Agreements. IPA agrees that each Participating Physician shall
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enter into a Physician Agreement with IPA and IPA will take such further
acts as necessary or desirable to amend the Physician Agreement upon
reasonable request of PHS. A Participating Physician may not participate
in Programs through any other entity other than IPA or through direct
contract with PHS.
3.6 Compliance with PHS Rules. IPA shall comply with PHS programs rules and
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protocols (collectively, "Rules") adopted by PHS in furtherance of Article
II hereof; provided, however, that no amendments or modifications to the
Rules shall be made without IPA's consent which will have the effect of (i)
adversely affecting any rights or remedies of IPA as against PHS or any
Participating Physician; (ii) adding to, increasing or adversely affecting
(as to IPA) any obligations of IPA to PHS or to any Participating
Physician; or (iii) amending or modifying any sanctions, penalties or
termination protocols of PHS or against any Participating Physician or the
process for sanctioning, penalizing or terminating any Participating
Physician or appealing decisions or terminating any Participating Physician
or appealing the decisions with respect thereto. IPA shall use its best
efforts to ensure that Participating Physicians comply with all policies
and procedures as set forth in the Office Manual and all applicable law.
3.7 Notice of Disciplinary Action. IPA shall notify PHS within five calendar
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days should any disciplinary or other action be formally initiated against
a Participating Physician or any of a Participating Physician's employees
or others performing Covered Services hereunder under a Participating
Physician's supervision, which could result in (i) the suspension or loss
of any license or certification; (ii) the impairment for any other reason
of such Participating Provider's ability to render the Covered Services
required under this Agreement; (iii) the imposition of any sanctions
against such Participating Physician; (iv) any malpractice claim filed
against a Participating Physician; (v) any compromise, settlement, or
judgment of such a claim and the terms and conditions thereof; (vi) any
revocation, suspension, modification, restriction or other change in status
of a Participating Physician's medical staff privileges at any hospital or
other health care facility; or (vii) any investigation of a Participating
Physician by any governmental agency or board or any medical association
relating to a disciplinary cause or reason.
3.8 Disclosure of Information and Records. Subject to applicable laws
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regarding confidentiality, IPA hereby authorizes PHS to release to any
party any and all information, records, summaries of records and
statistical reports specific to the IPA and/or any Participating
Physicians, including but not limited to, utilization profiles, encounter
data, treatment plans, outcome data and other information pertinent to a
Participating Physician's performance of Covered Services, professional
qualifications and credentialing information, without receiving prior
written consent.
3.9 Authority to Act. IPA represents that it is authorized to act as the agent
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for each Participating Physician for purposes of entering into this
Agreement.
3.10 Hold Harmless. IPA agrees that it shall look solely to PHS for payment for
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Covered Services provided to Members by Participating Physicians under the
Plans. IPA further agrees that in no event, including but not limited to
non-payment by PHS or IPA, PHS or IPA insolvency, or breach of this
Agreement shall IPA or Participating Physicians or Consultants (as defined
in Section 1.3(i)) charge, collect a deposit from, seek compensation,
remuneration or reimbursement from or have any recourse against a Member,
other than PHS acting on a Member's behalf, for Covered Services rendered
pursuant to this Agreement. This provision shall not prohibit collection
by Participating Physicians of copayments or supplemental charges made in
accordance with Programs. This Section 3.10 shall survive termination of
this Agreement regardless of the cause giving rise to termination and shall
be construed to be for the benefit of Members.
3.11 Delegation. IPA and PHS agree that IPA may delegate to PHS the
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performance such of its responsibilities as IPA may determine from time to
time.
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3.12 Non-Discrimination. Except as otherwise provided herein, Participating
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Physicians shall provide Covered Services to all Members in a manner
similar to the manner in which Participating Physicians provide services to
other patients and shall not discriminate in the acceptance of Members as
patients or treatment of Members on the basis of race, color, national
origin, ancestry, religion, sex, marital status, sexual orientation or age.
ARTICLE IV - PROGRAMS
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4.1 Program Design and Introduction. PHS shall have sole authority over
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matters relating to Program design, introduction of new Programs and
modification or elimination of existing Programs, including without
limitation, utilization, referral, quality assessment, reimbursement and
reimbursement protocols relating to such Programs. PHS shall consult with
the IPA Advisory Committee in the material design features of Programs and
shall use its best efforts to incorporate the reasonable recommendations of
the IPA Advisory Committee into final Program design that do not adversely
affect the administration, financial or operational aspects of such
Program.
4.2 Participation in Programs. Except as waived by PHS, which waiver PHS shall
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not unreasonably withhold or delay, Participating Physicians are required
to participate in all Programs and PHS may not exclude any Participating
Physician except as set forth below. IPA agrees to sanction or terminate
in accordance with the Physician Agreement, Office Manual, or otherwise,
any Participating Physician who notifies IPA or PHS that he or she will not
participate in a Program or who does not accept Members enrolled in one or
more Programs. Notwithstanding the foregoing, PHS may select, after
consultation with IPA, a subset of Participating Providers, if PHS is
requested to reduce the size of its panel of Participating Physicians for
an employer group of 1,000 or more eligible Members.
ARTICLE V - COMPENSATION
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5.1 Health Care Service Budgets. The budget for Covered Services for IPA
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Members shall be established by mutual consent and shall be deemed to be
incorporated herein by reference.
5.2 Capitation System.
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PHS shall allocate to IPA a monthly capitation in accordance with Exhibit C
from which IPA shall compensate Participating Physicians, Consultants, Non-
IPA Participating Providers and also, in cases of Medical Emergency or upon
prior approval by PHS, other health care providers, for Covered Services
rendered to IPA Members except (i) Covered Services pursuant to self-funded
Programs which are paid directly by the employer; (ii) Covered Services
pursuant to Programs for which PHS pays Participating Physicians directly;
(iii) as specifically provided and agreed to by IPA in connection with
certain Programs. PHS shall allocate amounts from the capitation payment
hereunder to each of the following three funds: an in-patient hospital
fund; an out-patient hospital fund and a physician and other capitated
services fund.
The risk sharing arrangements between PHS and IPA are as set forth below:
(i) The In-Patient Hospital Fund. In the event that payments in respect
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of hospital in-patient Covered Services rendered to IPA Members exceed
amounts budgeted therefor in accordance with Section 5.1 hereof, fifty
percent (50%) of the deficit over the Corridor shall be deemed to be
Excess Payments hereunder. In the event that payments in respect of
hospital in-patient Covered Services rendered to IPA Members are less
than amounts budgeted therefor in accordance with Section 5.1 hereof,
fifty percent (50%) of the surplus under the Corridor shall be deemed
to be Surplus Amounts hereunder.
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(ii) The Out-Patient Hospital Fund. In the event that payments in respect
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of hospital out-patient Covered Services rendered to IPA Members
exceed amounts budgeted therefor in accordance with Section 5.1
hereof, one hundred percent (100%) of the deficit shall be deemed to
be Excess Payments hereunder. In the event that payments in respect
of hospital out-patient Covered Services rendered to IPA Members are
less than amounts budgeted therefor in accordance with Section 5.1
hereof, one hundred percent (100%) of the surplus shall be deemed to
be Surplus Amounts hereunder.
(iii) The Physician and Other Fund. In the event that payments in respect
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of Covered Services rendered to IPA Members other than the Covered
Services described in clauses (i), (ii) and (iv) of this Section 5.2,
exceed amounts budgeted therefor in accordance with Section 5.1
hereof, one hundred percent (100%) of the deficit shall be deemed to
be Excess Payments hereunder. In the event that payments in respect
of Covered Services (except as provided in clauses (i), (ii) and (iv),
rendered to IPA Members are less than amounts budgeted therefor in
accordance with Section 5.1 hereof, one hundred percent (100%) of the
surplus shall be deemed Surplus Amounts hereunder.
(iv) The Pharmaceutical Fund. In the event that payments in respect of
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pharmaceutical related Covered Services rendered to IPA Members exceed
amounts budgeted therefor in accordance with Section 5.1 hereof, fifty
percent (50%) of the deficit shall be deemed to be Excess Payments
hereunder. In the event that payments in respect of pharmaceutical
related Covered Services rendered to IPA Members are less than amounts
budgeted therefor in accordance with Section 5.1 hereof, fifty percent
(50%) of the surplus shall be deemed to be Surplus Amounts hereunder.
5.3. Payments Administered by PHS. The amount allocated as the monthly
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capitation for Covered Services pursuant to Section 5.2 shall be held and
administered by PHS for the purpose of enabling IPA to discharge its
payment obligations as set forth in Section 5.2. PHS shall act as IPA's
agent for purposes of making all payments and distributions to
Participating Physicians, Consultants, Non-IPA Participating Physicians and
other health care providers as set forth in Section 5.2 (in cases of
Covered Services rendered to IPA Members). IPA agrees that the payments
made by PHS as IPA's agent hereunder shall be deducted from amounts
allocated to IPA as capitation payments. Payments shall be made
irrespective of whether actual payments made pursuant to this paragraph
exceed the amounts allocated to IPA as capitation payments. Subject to
Section 5.5, payments shall be made in accordance with the following:
(a) Compensation for Participating Physicians, Consultants and Non-IPA
Participating Providers shall be calculated on the basis of the lesser
of the Physician's, Consultant's or Non-IPA Participating Provider's
billed charges, and (i) in the case of Participating Physicians, the
reimbursement schedules agreed to by PHS and IPA from time to time or
an actuarially determined capitation amount, and (ii) in the case of
Consultants, Non-IPA Participating Physicians, and other health care
providers, the PHS reimbursement schedule in effect from time to time.
The administrative guidelines for reimbursement of fees shall be
maintained by PHS.
(b) Participating Physicians shall be paid within two (2) months of the
receipt by PHS of a properly submitted xxxx for Covered Services,
except for claim payments subject to claims recovery through
coordination of benefits (C.O.B.). Participating Physicians shall only
be paid for bills for Covered Services received by PHS within 90 days
of the date of service, unless such bills have been subject to claims
recovery through C.O.B., basic reparation of benefits under an
automobile no-fault policy, worker's compensation or subrogation
activity. For Covered Services involving C.O.B., IPA shall be liable
to pay Participating Physicians only for bills received within 18
months of the date of service. Participating
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Physicians may not xxxx Members for bills for Covered Services which
are not submitted in accordance with this Section 5.3 (b).
5.4. Withhold and Reserve Provision. PHS may establish a withhold provision for
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a percentage of the compensation payable to IPA pursuant to Section 5.2 on
behalf of Participating Physicians for Covered Services, to be held in a
risk fund, it being understood and agreed that the amounts retained shall
be applied to offset the amounts by which the actual costs of Covered
Services rendered to IPA Members exceed budgeted amounts for the year.
Actual withhold amounts may vary according to Program and Participating
Physician. The percent level of withhold for specific programs and the
methodology for a variable withhold program shall be subject to IPA
consent. PHS and IPA shall, at regular intervals, review the utilization
and costs of such services. PHS has the right to increase the percentage
of compensation withheld to such levels as PHS may deem necessary to
preserve IPA's fiscal integrity; provided, however that any increase is
subject to IPA's consent, which consent shall not be unreasonably withheld.
Amounts earned on funds held in the withhold account shall be the property
of PHS and neither IPA nor Participating physicians shall assert any claims
to such amounts.
5.5 Excess Payments and Surplus Amounts. If PHS makes Excess Payments, IPA
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shall be liable to PHS for such Excess Payments and shall repay such
amounts within 30 days after notice from PHS of the extent of the Excess
Payment. If there are Surplus Amounts, PHS shall allocate such Surplus
Amounts to Participating Physicians in accordance with instructions from
IPA and shall pay such Surplus Amounts to Participating Physicians not more
than 75 days following the end of the year; provided, however, that prior
to making any payments from surplus Amounts, Surplus Amounts shall be
applied first to reduce or eliminate Excess Payments, if any, in one or
more Funds and shall only be payable as provided in this Section 5.5 if
there are no Excess Payments outstanding in any Fund.
5.5 Intra-Network Payments. PHS shall make payments as IPA's agent from
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capitation amounts allocated to IPA for Covered Services rendered to IPA
Members by Non-IPA Participating Physicians, Consultants or health care
providers. PHS will pay Participating Physicians for Covered Services
rendered to Members who are not IPA Members in accordance with Section 5.3;
such payments on behalf of Members who are not IPA Members shall not be
charged against the capitation amount allocated to IPA. All payments made
hereunder will be subject to the withhold provisions set forth in Section
5.4.
5.6 Self Funded Payers; Direct Payments. For Programs with respect to which an
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employer group self-funds its claims expense or Programs in which PHS
elects to pay Participating Physicians on a fee for service basis without
regard to capitation, PHS shall compensate Participating Physicians in
accordance with the PHS fee schedule then in effect.
5.7 Forms; Cooperation.
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(a) IPA shall arrange for Participating Physicians to xxxx PHS for Covered
Services provided to Members on forms as reasonably specified by PHS.
These forms shall specify the Covered Services provided and shall
include all of the statistical and descriptive medical, diagnostic and
patient data together with identifying information required by PHS.
(b) IPA shall arrange for Participating Physicians to cooperate with and
participate in PHS programs for coordination of benefits with other
health care plans or any other permitted methods of third party
recovery. Such programs include, but are not limited to, the
following:
(i) Assisting Members with required forms.
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(ii) Where duplicate coverage exists and the Program appears to be
secondary coverage, notifying PHS and for ninety (90) days
seeking payment from the other health care plan, before seeking
payment from PHS or self funded payer.
(iii) Where other plan(s) must pay their benefits before the benefits
of the applicable Program, accepting as PHS's payment, the lesser
of the payment determined in accordance with Section 5.3 (a) and
the amount equal to the provider's usual charges for Covered
Services, reduced by amounts paid by other plan(s) (or to be paid
in the case of Medicare, Worker's Compensation Law, occupational
disease or any similar law).
5.8 Coverage Questions. PHS shall make timely payment to Participating
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Physicians as provided in Section 5.3 unless, prior to the expiration of
the period set forth therein, PHS notifies the Participating Physician in
writing that additional information is required or that a coverage question
(including without limitation, a question relating to coordination of
benefits or pre-existing conditions) exists. Such notice shall specify any
additional information required and shall describe the nature of the
coverage question. PHS shall endeavor in good faith to promptly resolve
coverage questions, and shall make payment, if appropriate, promptly after
coverage questions are resolved but in no case later than ninety (90) days
after a submission of all required information. In the case of requests
for additional information, the claims shall be paid within 30 days of
receipt of all requested information.
5.9 Subrogation. In the event a Member is injured by an act or omission of a
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Participating Physician in connection with the rendering of Covered
Services hereunder, PHS may elect to pursue its subrogation rights, if any,
against the potentially responsible Participating Physician. PHS shall make
payment to the Physician in accordance with this Agreement while pursuing
those rights.
ARTICLE VI - RECORDS
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6.1. PHS Members. PHS shall maintain such records and establish and adhere to
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such procedures as shall be reasonably required to ascertain the number and
identity of Members, which information shall be provided to IPA upon its
request. IPA shall cooperate with PHS in connection with such records and
procedures to the end of enabling the parties to accomplish with maximum
efficiency and minimum administrative cost, determinations of eligibility
for coverage and the amount of compensation payable to IPA.
6.2. Accounting. PHS shall maintain, in accordance with generally accepted
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accounting practices, such financial and accounting records as shall be
necessary, appropriate or convenient for the proper administration of this
Agreement.
6.3. Statistical Records. PHS and IPA shall jointly maintain such statistical
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records with respect to Covered Services, including the utilization
thereof, as shall be necessary, appropriate, or convenient for the proper
administration of this Agreement.
6.4. Compliance With Law. IPA and PHS agree to maintain their records in
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accordance with applicable federal and state laws and regulations and
further agree to participate as necessary in required regulatory
examinations.
6.5. Medical Records. IPA shall arrange for Participating Physicians to
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maintain adequate medical records for Members in accordance with applicable
law. IPA and PHS shall make reasonably available the medical records,
subject to all applicable state and federal privacy and confidentiality
requirements, to each other upon request without cost in order to determine
that the content of such report and the quality of care rendered are
acceptable, as well as for peer review, grievance review, recredentialing
or any other reasonably necessary purposes.
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6.6. Confidentiality. PHS and IPA shall ensure confidentiality of Members'
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health and medical records. IPA and PHS each agree that all records,
reports, data, data formats, financial information and other documents or
information pertaining to the other or any related company which are
provided, made available, or otherwise disclosed to the other pursuant to
this Agreement or the relationship between PHS and IPA, are confidential,
and may not be disclosed to any person or entity for any reason at any time
during or subsequent to the term of this Agreement, except for their
attorneys, accountants, or other representatives and except as required by
law. Anything to the contrary contained in the foregoing notwithstanding,
any information which has entered the public domain, except solely by a
party's violation of this provision, shall not be deemed to be confidential
hereunder.
ARTICLE VII - LEGAL RELATIONSHIP BETWEEN PHS AND IPA
----------------------------------------------------
Independent Contractors. The relationship of the parties is that of independent
-----------------------
contractors. None of the provisions of this Agreement are intended to create
nor shall be construed to create a partnership, or joint venture relationship
between the parties. Except as to payment procedures for which PHS shall act as
IPA's agent hereunder, neither party hereto nor any of their respective
officers, members, employees or physicians shall be deemed to be the agent,
employee, or representative of the other party.
ARTICLE VIII - INDEMNIFICATION AND INSURANCE
--------------------------------------------
8.1. Physician Insurance. IPA shall require all of its Participating Physicians
-------------------
and all Consultants to whom a Member is referred by a Participating
Physician to maintain professional liability insurance acceptable to PHS in
an amount not less than $1,000,000 per incident and $3,000,000 aggregate to
cover all demands, claims and expenses of all kinds that may result or
arise out of any alleged malpractice or neglect caused or alleged to have
been caused by such individuals or any of their agents, employees, or
representatives in the performance or omissions of any act relating to this
Agreement.
8.2. Cooperative Defense. The parties recognize that, during the term of this
-------------------
Agreement and for some period thereafter, certain risk management issues,
legal issues, claims or actions may arise that involve or could potentially
involve the parties and their respective employees and agents. The parties
further recognize the importance of cooperating with each other in good
faith when such issues, claims or actions arise to the extent that such
cooperation does not violate any applicable laws, cause breach of any
duties created by any policies of insurance, or otherwise compromise the
confidentiality of communications of information regarding the issues,
claims or actions. The parties shall cooperate in good faith, using their
best efforts, to address such risk management and claims handling issues in
a manner that strongly encourages full cooperation between the parties.
Nothing in this Section 8.2 shall affect any cross or counter-claims that
may be available to the parties hereto.
8.3 Liability. Each party shall be responsible for its own actions and
---------
omissions as they may relate to or arise from its duties and obligations
under this Agreement.
ARTICLE IX- TERM OF AGREEMENT
-----------------------------
9.1 Term. The term of this Agreement shall be for a period of one year
----
commencing on January 1, 1997, and shall terminate on December 31, 1997.
This Agreement may be terminated by either party prior to the expiration of
its term in the event of the insolvency of the other party, appointment of
a trustee or receiver for any substantial part of the assets of the other
party, or assignment by the other party for the benefit of its creditors or
the commencement of any proceedings under the bankruptcy or insolvency law
by or against such other party. This Agreement may also be terminated upon
60 days prior written notice, by either party upon the other party's
material breach of any of the terms of this Agreement and failure to cure
such breach within such 60 day period.
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9.2 Termination of Participating Physicians. A Participating Physician
---------------------------------------
terminating his relationship with IPA will also terminate his participation
in the Programs. A termination by a Participating Physician shall not be
deemed a termination of this Agreement, which may only be terminated
pursuant to Section 9.1. PHS may terminate a Participating Physician in
all Programs subject to the due process protocols set forth in the Office
Manual. Termination of a Participating Physician's participation in
Programs shall not be deemed a termination of the Physician Agreement
without further action on the part of IPA.
9.3 Effect of Termination.
---------------------
(a) Upon the effective termination of this Agreement, all rights and
obligations of the parties under this Agreement shall immediately
cease; provided, however, that IPA shall remain responsible for
providing Covered Services under the terms of this Agreement to Members
who are under the care of Participating Physicians at the time of such
termination through the period for which premiums have been paid (but
in no event more than 90 days, except that if a Member is hospitalized
at the time of termination, until the Member is discharged), unless PHS
makes reasonable and medically appropriate provision for the assumption
of such services by another provider. PHS shall compensate
Participating Physicians for those Covered Services, for which premium
was received, rendered prior to and following the termination date (as
provided in this Section 9.3(a)) pursuant to the PHS/IPA fee schedule
in effect at such time. In the event this Agreement is terminated due
to the last sentence of Section 9.1, the non-defaulting party shall be
entitled to pursue all legally available remedies consistent with
Section 10.4 herein, and damages arising out of such breach.
(b) Upon termination, PHS is authorized to notify Members, prospective
Members and Participating Physicians, and other persons and entities
whom it deems to have an interest herein of such termination.
ARTICLE X - MISCELLANEOUS
-------------------------
10.1.Successors. This Agreement shall be binding upon and inure to the
----------
benefit of the parties hereto, their respective heirs, successors and
assigns, but may not be assigned by either party without the prior written
consent of the other party, provided, however that a succession to all or
substantially all of the assets or equity interests of any party shall not
be deemed to be an assignment in violation hereof.
10.2.Delegation. IPA shall not, in a manner inconsistent with this
----------
Agreement, subcontract or otherwise delegate its duties under this
Agreement unless the other party so approves by written consent. All
contracts by IPA with subcontractors shall be approved in writing by PHS
prior to execution thereof and copies shall be available to PHS upon its
request.
10.3.Headings. The headings of the various Sections of the Agreement
--------
are inserted merely for the purpose of convenience and do not, expressly or
by implication, limit or define or extend the specific terms of the
Sections so designated.
10.4.Arbitration. In the event any dispute shall arise with regard to
-----------
the performance or interpretations of any of the terms of this Agreement,
all matters in controversy shall be submitted to a Board of Arbitrators in
accordance with the commercial arbitration rules and regulations of the
American Arbitration Association, and a judgment upon the award entered in
any court having jurisdiction thereof. Arbitration shall be initiated by
written notice by the party requesting arbitration to the other party.
Both parties expressly covenant and agree to be bound by the decision of
the arbitrators and accept any decision by a majority of the arbitrators as
a final determination of the matter in dispute.
10.5.Governing Law. The validity, enforceability and interpretation of
-------------
any of the clauses of this Agreement shall be determined and governed by
the laws of the State of Connecticut.
11
10.6. Medical Ethics. IPA and PHS agree that the administration of PHS's
--------------
program and this Agreement shall at all times be compatible with sound
principles of medical ethics .
10.7. Entire Agreement. This Agreement contains all the terms and conditions
----------------
agreed upon by the parties hereto, supersedes all other agreements, oral
and otherwise, regarding the subject matter of the parties hereto.
10.8. Amendment. This Agreement may be amended at any time by mutual
---------
agreement of the parties, provided that before any amendment shall be
operative and valid, it shall be in writing and signed by PHS and IPA. The
parties agree that, in the event of changes in federal or state law that
necessitate an amendment to this Agreement, they shall endeavor in good
faith to reach agreement on such amendment that is consistent with and in
furtherance of the scope and intent of this Agreement.
10.9 Notices. All notices expressly required to be given pursuant to the terms
-------
of this Agreement shall be in writing and shall be deemed effectively
given (i) on the date of receipt if personally delivered or telecopied to
the party to whom the same is directed; or (ii) on the third day after
mailing if mailed to such party, postage prepaid, addressed to the
following addresses, or to such other addresses as the parties may
hereafter designate by like notice:
to PHS at:
Physicians Health Services of Connecticut, Inc.
000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
ATTN: Executive Director
and to IPA at:
c/o Physicians Health Services, Inc.
000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
PHS's obligation to notify IPA hereunder for all matters other than
termination of this Agreement may be fulfilled by PHS's mailing to IPA in
the manner set forth above in a letter describing the matters subject to
such notification. Notice of termination shall be by certified mail.
10.10 Third Party Beneficiaries. Nothing in this Agreement, express or
-------------------------
implied, is intended or shall be construed to confer upon any person, firm
or corporation other than the parties hereto and their respective
successors or assigns, any remedy or claim under or by reason of this
Agreement and any term, covenant or condition hereof, as third party
beneficiaries or otherwise, and all of the terms, covenants and conditions
hereof shall be for the sole and exclusive benefit of the parties hereto
and their successors and assigns.
10.11 Policy Changes. To the extent additional national accreditation bodies
--------------
develop their own accreditation requirements, and these requirements have
a material impact on the ability of PHS to pursue new business or retain
current business, PHS and the IPA agree to work together in developing
additional policy changes.
10.12 Unenforceability. If any provision of this Agreement is determined to be
----------------
unenforceable, the rest of the Agreement shall remain in full force and
effect.
10.13 Staff Service. PHS shall provide to IPA, at its expense, PHS staff
-------------
services reasonably necessary or advisable to carry out the terms of this
Agreement.
12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
month and year above set forth.
PHYSICIANS HEALTH SERVICES OF
CONNECTICUT, INC.
By: ___________________
FAIRFIELD INDIVIDUAL PRACTICE ASSOCIATION
By: ___________________
13
EXHIBIT A
---------
PHS RESPONSIBLE SERVICES
------------------------
The following are PHS Responsible Services:
General Laboratory procedures and Cytology for which PHS has contracted
with a third-party to provide, including all laboratory procedures as defined by
the CPT code range 80002-89399 but excluding procedures defined by the CPT code
ranges 88104-88199 and 88000-88099 and 88300-88399.
Dental services
Hospital stop- loss insurance for inpatient services
Radiology (other than radiotherapy)
Audiology
Rehabilitative services
Immunizations and Injectables
Drug and alcohol component of behavioral health services
Durable medical equipment
Oxygen and prosthetics
Ambulance
Podiatry services
Chiropractic services
Optometry services
14
