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EXHIBIT 10.52
Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked by an * and [ ], have
been separately filed with the Commission.
PROVIDER GROUP AGREEMENT
This PROVIDER GROUP AGREEMENT ("Agreement") is made and entered into
this 12th day of June, 1998, by and between THE XXXXXX HEALTH GROUP, INC., a
Georgia corporation ("MHG"), with its principal place of business at 0000
Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000, and ENT Center of Atlanta
Inc., a wholly owned subsidiary of Physicians Specialty Corp. ("Provider
Group"), having its principal place of business at 0000 Xxxx Xxxxx Xxxxx, Xxxxx
000, Xxxxxxx, XX 00000.
RECITALS
WHEREAS, MHG intends to enter into agreements with insurers,
self-insured employers and other payors ("Plans"), for the provision of medical
services to persons enrolled as Members of such Plans on a capitated or
discounted fee-for-service basis; and
WHEREAS, MHG and Provider Group desire to enter into a contract whereby
(a) Provider Group agrees to provide for the medical services on behalf of MHG
to Members of Plans which contract with MHG pursuant to MHG's Payor Network
Program; and (b) Provider Group agrees to participate with and on behalf of its
network physicians in MHG's Physician Participation Program.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
ARTICLE I
EXHIBITS; DEFINITIONS
1.1 Exhibits: All schedules attached hereto and any exhibits to
such schedules are incorporated by reference and made a part of this Agreement
1.2 Definitions: As used herein, the following terms shall have
the following meanings:
(a) "Capitation Payment" - the monthly payment due to
Provider Group from MHG for the provision of Covered
Services to Members.
(b) "Copayment" - a fee that is charged to Members for
certain Covered Services and collected by Specialist
or Provider Group.
(c) "Covered Services" - those health care services,
equipment and supplies customarily furnished by
physicians practicing medicine in the specialty of
Otolaryngology in the Atlanta metropolitan area
including, but not limited
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to, the services identified and described on the
attached Exhibit A, which a Member is entitled to
receive from a Plan pursuant to the Evidence of
Coverage and which Provider Group is obligated to
provide to Members pursuant to this Agreement.
(d) "Emergency" - Those healthcare services that are
provided for a condition of recent onset and
sufficient severity, including, but not limited to,
severe pain, that would lead a prudent lay person,
possessing an average knowledge of medicine and
health, to believe that his/her condition, sickness
or injury is of such a nature that failure to obtain
immediate care could result in placing the patient's
health or the patient's unborn child's health in
serious jeopardy, serious impairment of bodily
functions, or serious dysfunction of any bodily organ
or part. This definition shall include all emergency
services required to be provided by Provider Group
and its affiliated Specialists under federal law.
(e) "Evidence of Coverage" - the document issued by a
Plan to a Member that describes the benefits and
services to which the Member is entitled under the
Plan.
(f) "Medical Director" - a physician employed or
contracted by MHG who is authorized by MHG to be
responsible for administering MHG's medical affairs
and for serving as MHG's medical liaison to
contracting Plans.
(g) "Member" - a person who is enrolled in a Plan,
including enrolled dependents, and is entitled to
receive Covered Services.
(h) "Participating Hospital" - a hospital that has
entered into an agreement with MHG to provide Covered
Services to Members.
(i) "Participating Provider" - a physician or other
licensed healthcare practitioner who has entered into
an agreement with MHG to provide Covered Services to
Members.
(j) "Plan" - an insurer, self-insured employer or other
payor that has entered into an agreement with MHG
pursuant to which MHG will arrange for the provision
of medical services to persons enrolled as Members of
such Plan on a capitated or discounted
fee-for-service basis.
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(k) "Plan Medical Director" - a physician employed or
contracted by a Plan who is authorized by such Plan
to be responsible for administering such Plan's
medical affairs and for serving as such Plan's
medical liaison to MHG.
(l) "Service Area" - MHG's service area is defined by the
following listing of Georgia counties: Barrow,
Bartow, Butts, Clayton, Cobb, Cherokee, Coweta,
Xxxxxx, DeKalb, Douglas, Fayette, Forsyth, Fulton,
Gwinnett, Henry, Hall, Jasper, Newton, Paulding,
Rockdale, Spalding and Xxxxxx.
(m) "Specialist" - a physician or other healthcare
professional employed by or under contract with
Provider Group who has agreed to furnish Covered
Services to Members pursuant to this Agreement.
ARTICLE II
PROVISION OF MEDICAL SERVICES
2.1 COVERED SERVICES: Provider Group, through its Specialist's,
agrees to arrange for the provision of Covered Services to each Member in
accordance with the terms of this Agreement. Provider Group either has entered
or has agreed to enter into and maintain agreements with each of its
Specialist's, pursuant to which such Specialist agrees to comply with the terms
and conditions of this Agreement. In providing Covered Services to Members under
this Agreement, Provider Group agrees that its Specialist's (a) shall use
diligent efforts and professional skills and judgment, (b) shall perform
professional and supervisory services and shall render care to Members in
accordance with and in a manner consistent with customary and recognized
standards of the medical profession, and (c) shall conduct themselves in a
manner consistent with the Principles of Medical Ethics of the American Medical
Association. Provider Group acknowledges that its Specialists have an
independent responsibility to provide health care to Members and that any action
by MHG or a Plan pursuant to its utilization management, referral management and
discharge planning programs in no way absolves its Specialists of the
responsibility to provide appropriate medical care to Members.
2.2 NONDISCRIMINATION: Provider Group agrees that Specialists
will: (1) not differentiate or discriminate in its provision of Covered Services
to Members because of race, color, national origin, ancestry, religion, sex,
marital status, sexual orientation, or age; and (2) render Covered Services to
Members in the same manner, in accordance with the same standards, and within
the same time availability as offered to other individuals receiving services
from Specialists affiliated with Provider Group, consistent with existing
medical ethical/legal requirements for providing continuity of care to any
patient.
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2.3 HOURS: Provider Group agrees that each Specialist will be
available to provide Covered Services during normal office hours, and that each
Specialist will provide or arrange for customary coverage for evenings,
weekends, illnesses and similar periods when such Specialist is off-duty.
2.4 WARRANTIES: Provider Group hereby warrants and represents that
each Specialist who provides Covered Services to Members pursuant to this
Agreement is duly licensed to practice his or her profession in the State of
Georgia and is in good standing with the applicable Georgia professional
licensing board.
2.5 CHANGE IN STATUS OF LICENSURE OR HOSPITAL PRIVILEGES: If at
any time during the term of this Agreement, any Specialist shall have his or her
Georgia professional license suspended, conditioned or revoked such individual
Specialist's will be immediately suspended by Provider Group as a participant in
this Agreement without regard to whether or not such suspension, condition or
revocation has been finally adjudicated. In the event Provider Group becomes
aware that a Specialist is the subject of a material complaint, investigation or
proceeding relating to Specialist's Georgia professional license, Provider Group
shall promptly notify MHG in writing of such material complaint, investigation
or proceeding and keep MHG advised of the status thereof. Provider Group agrees
to notify MHG in writing within seventy-two (72) hours whenever there is a
material change in any Specialist's professional licensure or the status of any
Specialist's hospital privileges, whether at a Participating Hospital or non-
participating hospital.
2.6 HOSPITAL PRIVILEGES: Provider Group agrees that, to the extent
it has the ability, each Specialist will obtain and maintain privileges with at
least one Participating Hospital. Provider Group agrees that at least one
Specialist in Provider Group will maintain or be in the process of obtaining
staff privileges at each Participating Hospital under contract with MHG.
2.7 ASSISTANTS: Provider Group shall require that its
Specialist's, at Specialist's sole cost and expense, employ such assistants or
employees as Provider Group Specialist's deems necessary to perform Covered
Services in Specialist's office. MHG may not control, direct, or supervise
Specialist's assistants or employees in the performance of those Covered
Services.
2.8 COMPLIANCE WITH ADMINISTRATIVE PROCEDURES: Provider Group
agrees to comply with any administrative procedures which may be adopted from
time to time by MHG and/or a Plan regarding Member utilization, quality
management and reporting procedures relating to the performance of Covered
Services pursuant to this Agreement. Upon reasonable notice Provider Group
further agrees to comply with any reasonable responsibilities timely requested
in writing by MHG with respect to Medicare payment procedure(s).
2.9 COMPLIANCE WITH LAWS AND REGULATIONS: Provider Group shall
require that Specialist's agree to comply with all federal, state and local laws
and regulations applicable to Specialist's furnishing of medical services
pursuant to this Agreement. Provider Group also will
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require its Specialist's to cooperate with MHG so that MHG may meet any
requirements imposed on MHG by federal, state and local laws and regulations.
2.10 COOPERATION WITH PLAN MEDICAL DIRECTORS: Provider Group
understands that contracting Plans will place certain obligations upon MHG
regarding the quality of care received by Members and that contracting Plans in
certain instances will have the right to oversee and review the quality of care
administered to Members. Provider Group shall require Specialist's to cooperate
with Plan Medical Directors in the Plan Medical Directors' review of the quality
of care administered to Members consistent with the requirements of MHG and the
applicable Plan. In addition, Provider Group agrees to cooperate with the MHG
Medical Director(s) in the performance and administration of the services,
programs and procedures which are the subject matter of this Agreement.
2.11 COMPLIANCE WITH MHG PHARMACEUTICAL FORMULARIES: Upon MHG's
approval of a contracting Plan's pharmaceutical formulary, Provider Group shall
use its best efforts to require its Specialist's to comply with the
pharmaceutical formulary(ies) developed and/or adopted by MHG and contracting
Plans, unless prior authorization to use pharmaceuticals not listed on the
formulary is obtained from a MHG Medical Director.
2.12 UTILIZATION REVIEW PROGRAM: A utilization review program has
been established to review the medical necessity of Covered Services furnished
by Specialist's affiliated with Provider Group to Members on an inpatient and
outpatient basis. Such program includes pre-admission, concurrent and
retrospective review and is in addition to any utilization review program
required by a contracting Plan. Provider Group shall require its Specialist's to
comply with such utilization review program.
2.13 QUALITY ASSURANCE PROGRAM: A quality assurance program has
been established to review the quality of Covered Services furnished by
Specialist's affiliated with Provider Group to Members on an inpatient and
outpatient basis. Such program is in addition to any quality assurance program
required by a contracting Plan. Provider Group shall require its Specialist's to
comply with such quality assurance program.
2.14 GRIEVANCE PROCEDURE: A grievance procedure has been
established for the processing of any patient complaint regarding Covered
Services furnished by Specialist's. Provider Group shall require its
Specialist's to abide by MHG's grievance procedure, which resolves patient's
complaints and concerns regarding access and care, and other related issues.
2.15 PRIOR AUTHORIZATION AND REFERRAL PROCEDURES: Provider Group
agrees to require its Specialist's to authorize in accordance with the
applicable Plan requirements prior to rendering any Covered Services requiring
prior authorization. Provider Group also agrees to comply with the referral
procedures of the applicable Plan.
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2.16 HOSPITAL ADMISSION AUTHORIZATION: Provider Group shall require
its Specialists to admit Members only to the Participating Hospital approved by
the Member's Plan, unless an appropriate bed or service is unavailable or in the
event of an emergency.
2.17 PUBLICATION OF ROSTER OF PARTICIPATING PROVIDERS: Provider
Group agrees that MHG and each Plan may use Provider Group's or Specialist's
name, address, phone number, type of practice and willingness to accept new
patients in the MHG or Plan roster of Participating Providers. The roster may be
inspected by and is intended to be used by prospective Members, prospective MHG
physicians and others. MHG may utilize Provider Group's or Specialists' names
for normal promotional activities and advertisements.
ARTICLE III
PAYMENT FOR MEDICAL SERVICES
3.1 AMOUNT AND TIMING OF PAYMENT: In consideration for the
provision of Covered Services, MHG shall pay Provider Group the Capitation
Payment provided for on Exhibit B hereto on or before the fifteenth (15th) of
each month. Provider Group shall be solely responsible for providing
compensation to its Specialist's. MHG and Provider Group acknowledge that the
Capitation Payment specified on Exhibit B is based on the current scope of
Covered Services to be furnished by Provider Group and on the current
enrollment, benefit structure, copayments and deductibles of the contracting
Plans. In the event that there is a material increase in the scope or
utilization of the Covered Services to be furnished by Specialist's affiliated
with Provider Group or the enrollment of the contracting Plans, or a material
decrease in number of covered lives or a material change in the benefit
structure, copayments or deductibles of the contracting Plans, MHG and Provider
Group shall negotiate in good faith a revised Capitation Payment to account for
such increase or change. Provider Group agrees to provide MHG with all
information required of Provider Group pursuant to MHG's contract with Plans on
a timely basis.
3.2 IDENTIFICATION OF MEMBERS: MHG will provide a method by which
Members can appropriately identify themselves as Members of a Plan.
3.3 PAYMENT FROM MEMBERS: Provider Group shall require
Specialist's to look only to MHG for compensation for Covered Services and shall
at no time xxxx, charge, or seek compensation or reimbursement from Members for
such Covered Services, except that Provider Group and Specialist's may seek
payment directly from Members for: (1) all applicable Copayments specifically
permitted under a Plan, (2) services which are not Covered Services and (3) if
the Member requests health care services after being informed by Provider Group
or a Specialist prior to the rendering of such services that the services have
been determined to be medically unnecessary and Member confirms his/her request
in writing. MHG shall have no responsibility to Provider Group for fees or
charges owed by Members for non-Covered Services. MHG acknowledges that it has
no rights to any such Copayments or charges for non-
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Covered Services. This provision shall survive the termination of this Agreement
for services rendered prior to such termination, regardless of the cause giving
rise to termination and shall be construed to be for the benefit of Members, and
supersedes any oral or written agreement to the contrary.
3.4 COORDINATION OF BENEFITS: Provider Group and affiliated
Specialist's shall use best efforts to identify whether a Member is eligible for
medical benefits or coverage under more than one group health benefits contract
or policy (including Medicare or Medicaid). If such other contracts or policies
have primary responsibility for payment of any services delivered to a Member by
Specialist, Specialist agrees to provide such information to MHG and to xxxx
such primary party for such services. Any reimbursements obtained by Provider
Group from such primary party will be retained by Provider Group and/or the
affiliated Specialist's.
ARTICLE IV
COMMITTEES
4.1 MEDICAL QUALITY REVIEW COMMITTEE: A Medical Quality Review
Committee shall be constituted from time to time consisting of Participating
Providers having agreements with MHG similar to this Agreement. Such Medical
Quality Review Committee shall develop and implement a continuous quality
improvement ("CQI") program. Provider Group agrees to participate, as
appropriate, in such CQI program. In addition, such Medical Quality Review
Committee shall advise and consult with MHG regarding the effectiveness,
efficiency and appropriateness of medical services provided by Specialist's and
may provide Provider Group with educational programs and materials which are a
part of the CQI program.
4.2 CASE MANAGEMENT COMMITTEE: A Case Management Committee shall
be constituted from time to time consisting of Participating Providers having
agreements with MHG similar to this Agreement. Such Case Management Committee
shall review on a prospective, concurrent and retrospective basis the quality,
appropriateness and utilization of Covered Services provided by MHG to Members
and otherwise fulfill any functions delegated to the Case Management Committee
pursuant to any of MHG's contracts with Plans.
ARTICLE V
LIABILITY INSURANCE
5.1 MALPRACTICE INSURANCE: Provider Group shall require each
Specialist to obtain and maintain at such Specialist's sole cost and expense,
through the entire term of this Agreement, a policy of professional malpractice
liability insurance with a licensed insurance company admitted to do business in
the State of Georgia in a minimum amount of One Million Dollars ($1,000,000) per
claim and Three Million Dollars ($3,000,000) in the annual aggregate, to cover
any loss, liability or damage alleged to have been committed by such Specialist.
Subject
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to the MHG credentialing and recredentialing policies and procedures, Provider
Group shall either require it's Specialist's, to obtain and maintain a "tail"
policy for a period of not less than five (5) years following the effective
termination date of the foregoing policy in the event the policy is a "claims
made" policy and said "tail" policy shall have the same policy limits as the
primary professional liability policy or an extended endorsement from its new
carrier to cover claims made during the five year period after termination.
Provider Group agrees to require it's Specialist to notify MHG in writing no
less than ten (10) days prior to any termination, revocation or material
modification of the liability and malpractice coverage described in this
paragraph. In no event will Provider Group be liable for Specialist's not having
adequate malpractice insurance as this is a part of MHG's responsibility in
accordance MHG's credentialing and recredentialing policies and procedures.
5.2 PROOF OF INSURANCE: Provider Group shall from time to time, on
the reasonable request of MHG, furnish to MHG written evidence that the policy
of insurance required under Section 5.1 hereof is in full force and effect, and
valid and existing in accordance with the provisions of said paragraph.
ARTICLE VI
BOOKS AND RECORDS
6.1 MAINTENANCE OF RECORDS: Provider Group and affiliated
Specialist's will maintain such medical, financial and administrative records in
such form and content as are required by state and federal laws and regulations.
Provider Group or affiliated Specialist's agrees to retain such information and
records for a period of at least six (6) years from and after the termination of
this Agreement and agrees to permit access to and inspection of such information
and records by MHG, its authorized representatives, the applicable Plan, the
Georgia Department of Insurance and the United States Department of Health and
Human Services at all reasonable times and upon demand.
6.2 CONFIDENTIALITY: Provider Group and affiliated Specialist's
agrees to maintain the confidentiality of medical records in accordance with
state and federal laws and regulations and current professional standards.
6.3 ACCESS TO RECORDS: Provider Group and affiliated Specialist's
will provide in a timely manner such information and records, or access thereto,
as MHG, its authorized representatives, or the applicable Plan, may reasonably
request for purposes of claim adjudication, administration of utilization and
quality assurance programs and reimbursement administration. Provider Group or
affiliated Specialist's will obtain from a Member all authorizations to release
such information as may be required by law.
6.4 DISCLOSURE OF PROVIDER GROUP INFORMATION AND RECORDS: Provider
Group hereby authorizes MHG to release information relating to Provider Group's
professional
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credentialing policies and procedures, Member utilization statistics, quality
performance and other information relating to the medical services provided by
Provider Group pursuant to this Agreement to Plans without Provider Group's
prior consent. Individual physician confidentiality will be maintained.
ARTICLE VII
CREDENTIALING PROCESS
CREDENTIALING/RECREDENTIALING PROCESS: The participation of Specialist's
affiliated with Provider Group is contingent upon the Specialist successfully
completing the MHG Credentialing and/or Recredentialing Process. This process is
defined by the MHG Credentialing Policies & Procedures. Unsuccessful completion
of any Specialist in Provider Group's panel of the credentialing/recredentialing
process will terminate the participation status of the Specialist upon the date
of receipt of initial notice of termination by the MHG. Acknowledgment of
receipt by certified mail, hand delivery, or courier shall constitute receipt of
notice. Recredentialing occurs every two years.
Specialist may appeal unsuccessful credentialing/recredentialing determinations
through the MHG Credentialing Appeal Process. Should the
credentialing/recredentialing decision be upheld, termination of the
participating Specialist will stand, effective the date of receipt of the notice
of termination by the Specialist noted above. Should the appeal reverse the
credentialing/recredentialing determination, the participating status of the
Specialist will continue in force and effect from the date of the appeal
reversal and all rights and responsibilities inherent in the contract will
apply.
ARTICLE VIII
TERM, TERMINATION AND CONTINUING OBLIGATION
8.1 TERM: This Agreement will become effective on August 1, 1998
and will be effective for a period of twenty-four (24) months thereafter
("Initial Term"). This Agreement will automatically be renewed for successive
periods of twelve (12) months each on the same terms and conditions contained
herein, unless sooner terminated pursuant to the terms of this Agreement.
8.2 IMMEDIATE TERMINATION: Anything in this Agreement to the
contrary notwithstanding, MHG shall have the right to cancel this Agreement in
the event that MHG determines that Provider Group is in breach of this
Agreement, after MHG gives Provider Group thirty (30) days prior written notice
thereof and affords Provider Group the right to cure such breach within such
thirty (30)-day period.
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8.3 TERMINATION WITHOUT CAUSE: This Agreement may be terminated by
Provider Group at any time, without cause, by giving of ninety (90) days prior
written notice to MHG. This Agreement may be terminated by MHG at any time,
without cause, by giving of ninety (90) days prior written notice to Provider
Group. This requirement of prior notification will not prevent MHG from
requiring Provider Group from immediately suspending or terminating any
Specialist when MHG reasonably determines that the continuation of the Agreement
may negatively affect patient care. MHG reserves the right to terminate any
Specialist upon thirty (30) days prior written notice to Provider Group.
8.4 TERMINATION FOR NON-PAYMENT: This Agreement may be terminated
by Provider Group by giving of forty-five (45) days prior written notice for
non-payment by MHG of the Capitation Payment or other amounts owed to Provider
Group by MHG under this Agreement.
8.5 TERMINATION OF AGREEMENT WITH PLAN: In the event that the
agreement between MHG and a contracting Plan to provide medical services is
terminated for any reason, MHG may terminate this Agreement with respect to such
Plan at least thirty (30) days prior written notice to Provider Group.
8.6 RESPONSIBILITY FOR MEMBERS AT TERMINATION: Specialists
affiliated with Provider Group shall continue to provide Covered Services to a
Member who is receiving Covered Services from Provider Group on the effective
termination date of this Agreement until the Covered Services being rendered to
the Member by Specialist's are completed (consistent with existing medical
ethical/legal requirements for providing continuity of care to a patient),
unless MHG or a Plan makes reasonable and medically appropriate provision for
the assumption of such Covered Services by another physician or other
appropriate healthcare professional. MHG shall compensate Provider Group for
those Covered Services provided to a Member pursuant to this Section 8.6 (prior
to and following the effective termination date of this Agreement) in accordance
with a fee-for-service basis established by MHG from time to time using the
Medicare allowable fee schedule.
ARTICLE IX
MISCELLANEOUS
9.1 NOTICES: Any notices required or permitted to be given
hereunder by either party to the other party may be given by personal delivery
in writing or by registered or certified mail, postage prepaid, with return
receipt requested. Notices shall be addressed to the parties at addresses
appearing in the introductory paragraph on the first page of this Agreement, but
each party may change such party's address by written notice given in accordance
with this paragraph. Notices delivered personally will be deemed communicated as
of actual receipt. Mailed notices will be deemed communicated as of three (3)
days after mailing.
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9.2 ENTIRE AGREEMENT OF THE PARTIES: This Agreement supersedes any
and all agreements, either written or oral, between the parties hereto with
respect to the subject matter contained herein and contains all of the covenants
and agreements between the parties with respect to the subject matter hereof.
Each party to this Agreement acknowledges that no representations, inducements,
promises, or agreements, oral or otherwise, have been made by either party, or
anyone acting on behalf of either party, which are not embodied herein, and that
no other agreement, statement, or promise not contained in this Agreement shall
be valid or binding. Except as otherwise provided herein, any effective
modification must be in writing signed by the party to be charged.
9.3 SEVERABILITY: If any provision of this Agreement is determined
to be invalid, void or unenforceable, the remaining provisions will nevertheless
continue in full force and effect.
9.4 ARBITRATION: Any controversy or claim arising out of or
relating to this Agreement or the breach thereof shall be settled by arbitration
in accordance with the rules of commercial arbitration of the American
Arbitration Association and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Such
arbitration shall occur within the County of Xxxxxx, State of Georgia unless the
parties mutually agree to have such proceeding in some other locale. The
arbitrator(s) may in any such proceeding award attorneys' fees and costs to the
prevailing party, but shall not award punitive damages.
9.5 GOVERNING LAW: This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia.
9.6 ASSIGNMENT: Either Party shall have the right to assign this
Agreement to a parent, subsidiary or affiliate of either party without the prior
consent of the other party. However, either party shall not have the right to
assign any of its rights or delegate any of its duties hereunder to any
non-affiliated entity, without receiving the prior written consent of the other
party. Provider Group's arrangement for medical service coverage pursuant to
Section 2.1 hereof shall not constitute an assignment for purposes of this
Section 9.6. This Agreement shall be binding upon, and shall insure to the
benefit of, the parties to it, and their respective heirs, legal
representatives, successors and assigns. Either party shall notify the other
party in writing at least thirty (30) days in advance of any proposed change in
the ownership or structure of MHG or Provider Group (i.e. be purchased or be the
nonsurvivor in a merger) ["Proposed Change"]. If the Proposed Change is not
acceptable to either party, it may terminate the Agreement as of the effective
date of the Proposed Change, by giving written notice to the other party no
later than sixty (60) days after receipt of written notice of the Proposed
Change. If either party does not receive notice of termination from the other
party within sixty (60) days after receipt of notice, the other party will be
deemed to have accepted such Proposed Change as of its effective date.
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9.7 NON-SOLICITATION OF MEMBERS: During the initial term of this
Agreement, any subsequent term of this Agreement and for a period of twelve (12)
months following the termination of this Agreement, Provider Group shall not
directly or indirectly engage in the solicitation of Members or any employer of
said Members without MHG's prior written consent. For purposes of this
Agreement, "solicitation" shall mean any action by Provider Group which MHG may
reasonably interpret to be designed to persuade a Member to discontinue his/her
relationship with MHG, to disenroll from a Plan contracting with MHG, or to
encourage a Member to receive health care directly from Provider Group on a
fee-for-service basis. Notwithstanding the foregoing, following the termination
of this Agreement, Provider Group may notify Members who are patients of
Provider Group that Provider Group is no longer associated with MHG.
9.8 INDEPENDENT CONTRACTOR: At all times relevant and pursuant to
the terms and conditions of this Agreement, each Specialist providing medical
services pursuant to this Agreement is and shall be construed to be an
independent contractor practicing such Specialist's profession and shall not be
deemed to be or construed to be an agent, servant or employee of MHG.
9.9 CONFIDENTIALITY: The terms and provisions of this Agreement
are confidential and shall not be disclosed by either party except as necessary
to the performance of this Agreement or as required by law. In addition, either
party shall maintain all "trade secret information" confidential. For purposes
of this Agreement, "trade secret information" shall include, but shall not be
limited to: all MHG/Provider Group Plan agreements and the information contained
therein, all contractual and financial arrangements, and all manuals, policies,
forms, records, files (other than patient medical files) CQI data and lists of
either party. Either party shall not disclose any trade secret information for
its own benefit or gain either during the term of this Agreement or after the
date of termination of this Agreement.
9.10 WAIVER: The waiver of any provision, or of the breach of any
provision, of this Agreement must be set forth specifically in writing and
signed by the waiving party. Any such waiver shall not operate or be deemed to
be a waiver of any prior or future breach of such provision or of any other
provision.
9.11 HEADINGS: The subject headings of the articles and paragraphs
of this Agreement are included for purposes of convenience only and shall not
affect the construction or interpretation of any of its provisions
9.12 NO 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
or any term, covenant or condition hereof, as third party beneficiaries or
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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.
EXECUTED on the date and year first above written.
THE MHG HEALTH GROUP, INC. ("MHG")
By: /s/ Xxxxxxx X. Xxxxx
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Physician's Specialty Corp.
("PROVIDER GROUP")
By: /s/ Xxxxx X. Xxxxx, M.D.
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The information below marked by * and [ ] has been omitted pursuant to
a request for confidential treatment. The omitted portion has been separately
filed with the Commission.
EXHIBIT A
ENT HEALTH SERVICES COVERED UNDER CAPITATED ARRANGEMENT
1. Physician's Services, including inpatient and outpatient health care
services.
2. Laboratory and Radiology services rendered in Provider's facility.
3. Audiology services rendered in the Provider's facility office.
4. All emergency and urgent services rendered by Providers for members covered
by plan.
5. All approved ENT related CPT codes except the CPT codes listed in #11
below.
HEALTH SERVICES WHICH ARE NOT COVERED UNDER THE CAPITATED
ARRANGEMENT
1. Durable medical equipment items referred to the applicable participating
provider(s) specified by Payor.
2. Physical and/or Occupational Therapy service-such service will be referred
to the applicable owned, licensed ambulatory center(s).
3. Hospital and all other facility charges for inpatient and outpatient
service (including physician-owned, licensed ambulatory surgery center(s).
4. Hearing aids and implants of hearing devices (including CPT codes [ * ]).
5. Laboratory, vascular laboratory and radiology services referred by
Otolaryngologist to applicable participating Providers specified by Payor.
6. Home health services and Hospice care.
7. Pharmaceutical charges dispensed by applicable participating Providers
specified by Payor.
8. Chronic pain management.
9. Cosmetic services.
10. Dental procedures including TMJ therapy, splints and muscle spasm
treatments.
11. The following CPT codes:
[ * ]
-14-
15
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed with
the Commission.
(Exhibit A - continued)
[ * ]
-15-
16
The information below marked by * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portion has been separately
filed with the Commission.
EXHIBIT B
CAPITATION PAYMENT
MHG shall pay PSC [ * ] Per Commercial Plan Member Per Month (the "Capitation
payment") for the covered members* assigned to Provider Group in accordance with
each MHG affiliated payor benefit plan including out of network benefits (claim
payment and utilization management) where MHG is responsible for out of network
services (Employers Health EPO & MorCare Georgia products within the Service
Area as defined in this Agreement). Within ninety (90) calendar days following
the last day of the month in question, MHG shall have the right to make
retroactive upward and downward adjustments to the Capitation Payment for such
month based on changes in membership.
Each monthly Capitation Payment will be calculated based on
current Plan enrollment and will be accompanied by a statement showing the
calculation of the payment, the names of the Members for which payment is being
received, and all services provided to each Member.
*MHG Covered Members exclude any members that are assigned to MHG Primary Care
Physicians that have entered into a contractual relationship with MHG that
includes ENT risk.
-16-
17
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed with
the Commission.
Letter of Agreement
This letter sets forth the understanding between ENT Center of Atlanta, Inc. a
wholly owned subsidiary of Physicians' Specialty Corporation ("Provider Group")
and the Xxxxxx Health Group, Inc. ("MHG") regarding the provision of claims
payment services to non-participating providers of Provider Group for the dates
of service during months of August and September 1998.
SCOPE OF AGREEMENT
MHG agrees to adjudicate all claims for non-participating providers of Provider
Group in accordance with the attached list of Participating Providers, for dates
of service during the months of August and September 1998. MHG is providing such
claims payment services on behalf of Provider Group. It is understood that MHG
will pay the above referenced claims based on the current MHG Fee Schedule and
will [ * ] of these paid amounts from the capitation payment due to Provider
Group. MHG will provide monthly claims payment detail reports to Provider Group
for the claims paid on behalf of Provider Group.
If this letter accurately sets forth the terms of our mutual understanding
relative to the claims payment activities for August and September 1998 dates of
service, please execute this Letter of Agreement and return the executed
document to my attention.
Sincerely,
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
V.P. of Payor and Provider Relations
AGREED AND ACCEPTED, THIS 12TH DAY OF JUNE, 1998.
ENT Center of Atlanta, Inc.
/s/ Xxxxx X. Xxxxx, M.D. 6/12/98
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Signature Date
XXXXX X. XXXXX, M.D.
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