Affiliate Agreement Terms

WHEREAS, IPA plans to operate a clinically integrated multi-site, multi-state independent practice association through affiliated providers; and

WHEREAS, Practice is owned by and/or employs and contracts with providers who are optometrists, general ophthalmologists, and sub-specialists duly licensed to practice such specialties in the state (the “Providers”) where Practice will provide or arrange for the provision of Covered Services, as hereafter defined; and

WHEREAS, IPA has entered into agreements with managed care organizations, accountable care organizations and employers (individually, the Plan and collectively, the “Plans”) to provide health care services to eligible enrollees (“Members”); and

WHEREAS, IPA and Plans have determined that it is necessary to engage the Providers to render necessary optometry, ophthalmology and ophthalmic sub-specialty related health care and other services covered under and defined by each Plan (“Covered Services”) to Members; and

WHEREAS, Plans require optometrists, ophthalmologists and sub-specialists to provide certain Covered Services to Members in their offices and other locations where care is delivered (“Provider Covered Services”); and

WHEREAS, IPA desires to engage Practice to arrange for the provision of Covered Services and provide Provider Covered Services to Members of the Plans and Practice desires to accept such engagement, subject to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties hereto, hereby agree as follows:

1. Recitals. The Recitals set forth above are true and correct and are incorporated herein by this reference.

2. Engagement. IPA hereby engages the Practice, by means of the execution of this Agreement and in accordance with the documentation attached in Schedule 2 hereto, accepts such engagement, to arrange for the provision of Covered Services and provide Provider Covered Services to Members of the Plans.

3. Representations and Warranties of Practice. Practice represents and warrants at all times during the Term that:

  1. (a)  Practice is authorized to contract and bind itself and its Providers to the terms and conditions of this Agreement without any further action by IPA;
  2. (b)  Each of Practice’s Providers is duly licensed to practice optometry, ophthalmology, ophthalmic sub- specialty care or medicine in the state where Provider is located and will provide or arrange for the provision of Covered Services and said license and registration have not been suspended. revoked or restricted in any manner;
  3. (c)  If necessary, each of Practice’s Providers is qualified for membership in good standing on the medical staff of hospitals designated by Plan(s) or arranges for coverage for inpatient services at such hospitals;
  1. (d)  In accordance with each Provider’s license to practice and as required by applicable law, each of Practice’s Providers has a current controlled substances registration issued by the United States Drug Enforcement Administration, which has not been surrendered, suspended, revoked, expired or restricted in any manner.
  2. (e)  Practice and all of its Providers shall at all times cooperate with IPA’s and/or the Plans’ in the development and implementation of IPA’s and/or the Plans’ clinical integration program.

4. Notification of Certain Events. Practice shall notify IPA within three (3) working days of the occurrence of any of the following events:

  1. (a)  any actual or threatened malpractice suit, any actual or constructive known claim (whether or not filed in court), settlement, settlement allocation, judgment, verdict or decree against any of its Providers;
  2. (b)  any actual or threatened disciplinary, peer review or professional review investigation, proceeding oraction instituted against any of its Providers by any hospital or any licensure board, school, health care facility or entity, professional society or association, third party payor, peer review or professional review committee or body or governmental agency;
  3. (c)  criminal complaint, indictment or criminal proceeding in which any of its Providers is named as a defendant;
  4. (d)  actual or threatened investigation or proceeding, whether administrative, civil or criminal, relating to an allegation that any of its Providers filed false health care claims, violated anti-kickback laws, violated the Stark law, violated fee-splitting laws or engaged in billing improprieties;
  5. (e)  physical or mental illness or condition that impairs or is likely to impair any of its Providers ability to practice optometry;
  6. (f)  dependency on or habitual use or abuse of alcohol or controlled substances or any participation in any alcohol or controlled substance detoxification, treatment, recovery, rehabilitation, counseling, screening or monitoring program by any of its Providers;
  7. (g)  actual or threatened allegation or any investigation or proceeding based on any allegation, that any of its Providers violated professional ethics or standards or engaged in illegal, immoral or other misconduct, of any nature or degree, relating to the practice of optometry;
  8. (h)  receipt of any notice whatsoever of a possible Medicare or Medicaid exclusion action being brought against any of its Providers;
  9. (i)  any of its Providers’ exclusion from participation in the Medicare and/or Medicaid programs; and
  10. (j)  denial, withdrawal or non-renewal of an application in any state for licensure to practice optometry, medical staff privileges at any hospital or other health care entity, board certification or recertification, state or federal controlled substances registration or professional liability insurance by any of itsProviders.

5. Provision of Services. Practice’s Providers shall at all times render Provider Covered Services to Members in a competent, professional and ethical manner, in accordance with prevailing standards of optometry, ophthalmology and sub-specialty care practice in the community, perform professional and supervisory services in accordance with recognized standards of the optometry and ophthalmology profession and act in a manner consistent with all applicable statutes, regulations, rules, orders and directives of any and all applicable governmental and regulatory bodies having competent jurisdiction. Practice’s Providers shall provide Members all available eye-care services within the normal scope of and in accordance with Providers’: (a) licenses and certifications, and (b) privileges to provide certain services based upon Providers’ qualifications as determined by IPA and/or the Plans. Practice and Practice’s Providers each agrees to comply with all requests for information related to Providers’ qualifications in connection with IPA’s and/or the Plans’ determination whether to extend privileges to provide certain services and/or procedures to Members. Practice and Practice’s Providers shall not bill, charge, seek payment or have any recourse against IPA and/or the Plans or Members for any amounts related to the provision of Services for which IPA and/or the Plans has notified Practice and Practice’s Providers that privileges to perform such services have not been extended.

Practice and Practice’s Providers shall provide and maintain all eye-care equipment including, but not limited to, imaging, diagnostic and/or therapeutic equipment (hereinafter referred to as “Equipment”) in acceptable working order and condition and in accordance with the Equipment manufacturer’s recommendations for scheduled service and maintenance. Such Equipment shall be located in Practice’s and Providers’ office locations that promote patient and employee safety. Providers’ shall provide IPA and/or the Plans, or their agents, with access to such Equipment for inspection and an opportunity to review all records reflecting Equipment maintenance and service history. Such Equipment shall only be operated by qualified technicians with appropriate training and required licenses and certifications.

Equipment owned and/or operated by the Practice and/or Practice’s Providers shall comply with all standards for use of such Equipment and technician qualifications established by IPA and/or the Plans. Practice and Practice’s Providers agrees to comply with all requests for information related to Equipment and Practice and Practice’s Providers and/or their respective staff, qualifications for use of same. In the event: (i) such Equipment fails to meet IPA’s and/or the Plans’ standards; or (ii) Practice and Practice’s Providers declines to comply with IPA’s and/or the Plans’ standards for use of Equipment, Practice and Practice’s Providers agree that they will not allow the use of such Equipment while providing services to Members and shall not bill, charge, seek payment or have any recourse against IPA and/or the Plans or Members for any amounts for services with respect to such Equipment.

6. Credentialing. Practice’s Providers shall submit necessary credentialing information as required by the Plans. Practice’s Providers, subject to approval by IPA, may participate in the Medicare and/or Medicaid Programs, other federal and state reimbursement programs, and the payment plan of any commercial insurer, health maintenance organization, preferred provider organization, accountable health plan or other health benefit program as offered by IPA in accordance with Section 14 hereof. Participation under this Agreement by the Practice and its Providers is subject to the satisfaction of all applicable credentialing and re-credentialing standards established by the IPA and the Plans. Practice and its Providers shall provide IPA, the Plans, or its designee, information necessary to ensure compliance with such standards. Each of the Practice and its Providers agrees to use electronic credentialing and re- credentialing processes when administratively feasible. The Practice and its Providers providing IPA Services to Members shall be credentialed in accordance with the IPA’s and/or the Plans’ credentialing process prior to receiving participating status with the IPA or the Plans. Nothing in this Agreement shall prevent Practice from participating in other non-IPA plans in such Practice’s discretion.

7. Maintenance of Records. Each of Practice’s Providers shall keep and maintain or cause to be kept and maintained appropriate records, consistent with prevailing standards provided by CMS, relating to all Covered Services rendered by such Provider under this Agreement and shall prepare and attend to, in connection with such Covered Services, all reports, claims and correspondence necessary or appropriate in the circumstances, as determined mutually by respective Plans, IPA and Practice.

8. Encounters and Claims. Certain contracts may require that the Practice and all of its Providers shall submit such information as required by the IPA and/or the Plans within three business days as Members are seen, with a copy to IPA upon its request, including without limitation, accurate and complete patient encounter data such as ICD-9- CM or ICD-10-CM and CPT codes as required, codes which accurately reflect the Covered Services rendered and the Member’s health conditions. Practice and all of its Providers shall provide accurate and complete diagnosis codes for all patient encounters for Members in accordance with CMS’ Guidelines.

9. Contestation. Practice and all of its Providers shall work cooperatively and in good faith with IPA and Plan(s) providing all necessary support and documentation when: (i) filing cost reallocation grievance with Plan(s); and, (ii) disputing claims paid by Plan(s).

10. Quality Measures. Practice and all of its Providers shall at all times comply with the IPA’s and/or the Plans’ requirements to collect quality measurement data on Members, as may be defined by federal and state regulations and/or IPA and/or the Plans including but not limited to HEDIS. Furthermore, the Practice and its Providers agree to be bound by the provisions set forth under Exhibit B regarding the IPA’s Management Services related to implementing any Plan’s quality assurance, quality improvement, accreditation, risk management, utilization review, utilization management and other administrative policies and procedures.

11. Services to Members. Each of Practice’s Providers shall provide Covered Services and Provider Covered Services in accordance with the terms of this Agreement and within the scope of such Provider’s practice and shall provide Covered Services in accordance with standards of acceptable medical practice in the community. Provider shall review and comply with the terms and conditions of the Plan(s), including but not limited to preauthorization requirements, utilization review and quality assurance. Practice and such Provider will coordinate the care of the Member by arranging for appropriate alternative coverage by a physician duly privileged in hospitals and skilled nursing facilities that have entered into agreements with the Plans. The provider providing services to such patient shall obtain all of the clinical information on a daily basis and communicating with the case managers at the facility and with the Plan and IPA for appropriate transition and coordination of care of the Member.

12. Coordination of Care. Practice and all of its Providers shall be responsible for coordinating the overall provision of Covered Services to Members who may be assigned to Practice and to timely provide urgent, emergent, sick and preventive care to Members in accordance with the Plan’s requirements, including covered medical and related health care items/services such as inpatient hospital services, skilled nursing facility services, physicians’ services, pharmaceuticals and ancillary services. In addition, Practice’s Providers shall conduct initial health assessments of new Members, inform Members of specific health care needs that require follow-up care and instruct Members on measures they may take to promote their health. Such coordination of care shall include obtaining prior authorization, when required, and referring Members to the Plans’ participating providers, except: (a) in a medical emergency; (b) when Member self-referral is permitted by the Plan; and (c) as authorized by the Plan if an appropriate participating provider is not available. Provider shall provide all professional services that IPA is required to render in accordance with the participating provider agreements between the Plans and IPA.

13. GrievancesandAppeals.PracticeandallofitsProvidersshallcomplywiththePlans’grievanceandappeals procedures to resolve disputes that may arise between the Plans and Members.

14. Non-Discrimination. Practice and all of its Providers agree to render Covered Services to Members in the same manner, in accordance with the same standards and with the same time availability, as provided to Practice’s and all of its Providers’ other patients. Practice and all of its Providers agree not to discriminate against any Member with respect to quality of care or otherwise on the basis of a person’s race, color, national origin, ancestry, religion, sex, marital status, sexual orientation, age, disability, medical condition, source of payment or as otherwise provided by law.

15. Records. Practice and all of its Providers shall create and maintain accurate health records for Members for whom Practice’s Providers provide Covered Services in accordance with applicable federal and state statutes, rules, regulations and guidelines. Upon receipt of a request from IPA, the Plan, another treating provider or a Member to provide a copy of a Member’s health records to a treating provider, health facility or the Member, Practice shall transfer a copy of the health records and relevant clinical information to such designated treating provider, health facility or Member, at Practices sole expense.

16. Compensation. Practice and Practice shall accept as payment in full for Provider Covered Services rendered to Members of the Plans the compensation set forth on Exhibit A, attached hereto and incorporated herein by reference, plus deductible and coinsurance amounts payable by Members and other billable amounts in accordance with the Plans. Compensation changes for any specific Plan, if any, shall be reflected on Exhibit A of this Agreement which may be amended upon written notice by the IPA, without the necessity of formally amending the entire Agreement. Practice agrees that under no circumstances shall Practice, its Providers or its agents and billing vendors bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from or have any recourse against any Member for Provider Covered Services rendered for which IPA is obligated to pay under this Agreement.

17. Management Services Provided by IPA. The fees charged by IPA for management services it furnishes to Practice are listed in Exhibit A, attached hereto. The scope of such management services are described on Exhibit B.

18. Practice’sParticipationinPlans.Practicecannotoptoutofparticipatingin(i)anynewPlansaddedtoExhibit A or (ii) in an existing Plan, if the terms of compensation for any such Plan are amended by the IPA pursuant to Section 16. This Agreement shall be subject to and conditioned upon Practice participating in the Plans set forth on Exhibit A hereof.

19. Professional Liability Insurance. During the Term, Practice shall maintain at its sole cost and expense, professional liability insurance coverage in the minimum amounts of $250,000 per occurrence and $750,000 in the aggregate or such higher amounts as may be required from time to time by applicable law or regulation for each of its Providers. If any such professional liability insurance is of the claims-made type and is subsequently canceled or otherwise terminated, Practice shall obtain and maintain or cause to be obtained and maintained a reporting endorsement (also commonly known as “tail insurance”) or obtain a policy with prior acts coverage covering all activities performed during or pursuant to this Agreement prior to the cancellation or termination date of the professional liability insurance required above regardless of when any related incident, claim or suit might be reported. The duty to maintain such coverage shall survive the expiration or termination of this Agreement and shall be enforceable, regardless of the reason for the termination of this Agreement. Provider shall furnish satisfactory evidence of such insurance coverage to IPA annually or at other times upon request. If Provider fails to maintain the coverage required by this Section, IPA may terminate this Agreement immediately upon notice to Provider.

20. Indemnification. Practice agrees to indemnify and hold IPA harmless from any claims, losses or damages arising out of or related to Covered Services rendered by Practice and its Providers during the Term. Such indemnification shall also include reasonable attorney’s fees and costs. IPA agrees to indemnify and hold Practice harmless from and against any claims, losses or damages arising out of or related to services rendered by IPA to Practice during the Term. Such indemnification shall also include reasonable attorney’s fees and costs; notwithstanding anything to the contrary contained herein, the indemnification provisions of this Section shall survive the expiration or termination of this Agreement for a period of two (2) years.

21. Term and Termination.

  • (a)  Term. This Agreement shall commence on the Effective Date and continue for a term of two (2) years(the “Initial Term”), unless earlier terminated. This Agreement will automatically renew for successive one (1) year renewal Terms (collectively, the “Term”), unless either Party gives the other at least ninety (90) days written notice before the end of the then current Term.
  • (b)  Termination For Cause by IPA. IPA at its option and without prejudice to any and all remedies to which it may otherwise have either at law, in equity or under the terms of this Agreement may terminate the relationship with Provider under this Agreement immediately if Practice (i) defaults in any conditions as set forth in this Agreement or (ii) if Practice’s cumulative Part A/Part B/Part D are in a deficit for four (4) consecutive months. In addition to any other reason set forth in this Agreement. IPA may terminate this Agreement as follows:

i. Upon written notice to Practice, if Practice is in material breach, default or violation of any provision of this Agreement and fails to cure such material breach, default or violation to the reasonable satisfaction of IPA within thirty (30) days after receipt of written notice from by IPA; or

ii. Immediately upon written notice by IPA to Practice for any of the reasons listed in Section 3 and Section 4 hereof and for any of the following reasons:

  • (a) Provider’s Death or Permanent Disability. In the event that the Practice is a solo practitioner at the beginning of the current Term, the term “Permanent Disability” shall be defined as the failure of Provider to perform the professional services hereunder for a total of ninety (90) days or more, regardless of whether such days are consecutive, during any twelve (12) consecutive months: provided, however, that in calculating the number of days Provider fails to perform the professional services for purposes of this paragraph, only those days missed resulting from the same illness or condition shall be counted towards the ninety (90) days requirement.
  • (b) Upon Practice’s inability to meet performance, efficiency or quality standards established by IPA and/or the Plans
  • (c) Upon Practice’s failure to cooperate with IPA’s and/or the Plans’ in the development and implementation of IPA’s and/or the Plans’ clinical integration program.

(c) Termination For Cause by Practice. The Agreement may be terminated For Cause by Practice, under any of the following circumstances:

  • Upon written notice to IPA. if IPA is in material breach, default or violation of any provision of this Agreement and fails to cure such material breach, default or violation within thirty (30) days after receipt of written notice from Provider; or;
  • Immediately upon written notice by Practice to IPA for any of the following reasons:
    1. Bankruptcy or receivership of IPA; or
    2. Revocation or suspension of IPA from the Medicare or Medicaid Programs or any successor program.
  • (d)  Termination Without Cause. During the Initial Term, IPA may terminate this Agreement at any time,with or without cause, upon ninety (90) days prior written notice to Practice. After the Initial Term, either Party may terminate this Agreement at any time with or without cause, upon ninety (90) days prior written notice to the other Party before the end of the then current Term.
  • (e)  Obligations After Termination. Upon termination of this Agreement for any reason, Practice’s Compensation shall immediately cease and Practice shall be entitled to receive only those amounts earned or accrued for Covered Services provided by Practice through the date of termination and Practice shall be responsible for paying IPA any deficits, fees and penalties accrued to the date of termination (including but not limited to deficits due to the Practice incurring patient care costs in excess of capitation, and any fees due to IPA and unpaid by the Practice hereunder upon termination). This Section shall survive termination of the Agreement.

22. Non-Disclosure, Non-Disparagement and Non Solicitation.

  1. (a)  Practice agrees that during the Term, and for a period of five (5) years following termination or expirationof this Agreement, Practice and Practice’s agents, consultants and employees shall not:
    1. Disclose the terms of this Agreement without the express written consent of IPA, except as maybe required by law; or,
    2. Make any disparaging, derogatory or untrue statements or comments, whether written or oral,about or regarding IPA or any of IPA’s directors, officers, management or personnel; and
  2. (b)  Practice agrees that during the Term, and for a period of two (2) years following termination or expiration of this Agreement, Practice and Practice’s agents, consultants and employees shall not offer to employor employ any person who was an employee of IPA during the Term.
  3. (c)  Practice further agrees that during the Term of this Agreement, Practice and its staff and employees shallnot interfere with IPA’s relationship with the Members and shall not solicit Members to change Plans. Such proven solicitation could result in the assessment of a Two Thousand Five Hundred Dollars ($2,500) penalty per incident and immediate termination of this Agreement. This Section 22(c) shall not apply in the event that the patient solicited is a member of an IPA Plan for medical/ophthalmic care which does not cover vision/ optometry care and such solicitation is solely on behalf of plans exclusively for vision/ optometry care sponsored by VCD and IECP.

23. ConfidentialInformationofIPA.PracticeacknowledgesthatduringPractice’sassociationwithIPA,Practice may be brought into contact with business plans, methods of operations, pricing policies, marketing strategies, records, trade secrets and other information regarding IPA, its officers, employees, patients, vendors, finances, financings, billings, Plan arrangements and services, all of the foregoing obtained by or disclosed to or known by Practice as a consequence of his relationship with IPA under this Agreement (“Confidential Information”). Therefore, Practice shall not in any manner, directly or indirectly, disclose to any third party whatsoever, or use for any purpose other than to carry out Practice’s duties hereunder, any such Confidential Information. Upon the expiration or termination of this Agreement, Practice shall immediately return to IPA any and all materials containing such Confidential Information, The restrictions in this Section shall not apply to information which is in the public domain or which comes into the public domain through no fault of Provider or if such disclosure is required by law.

24. HIPAA and the HITECH Act. The Parties agree to comply with the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, including without limitation, the Standards for Electronic Transactions and Code Sets (45 CFR Parts 160 and 162). the Standards for Privacy of Individually Identifiable Health Information (45 GR Parts 160 and 164), the Security Standards for the Protection of Electronic Protected Health Information (45 CFR Parts 160 and 164) and such other regulations that may, from time to time, be promulgated thereunder and including the amendments thereto pursuant to the Health Information Technology for Economic and Clinical Health Act, part of the American Recovery and Reinvestment Act of 2009 and regulations promulgated thereunder (collectively, “HIPAA”). The Parties agree not to use or further disclose any Protected Health Information or Individually Identifiable Health Information, as defined a 45 CFR 160.103, other than as permitted by HIPAA.

25. AccesstoandReleaseofBooksandRecords.PracticeagreestoallowIPAtoreviewallphasesofPractice’s patient-case activities provided under this Agreement, including reviewing and copying all encounter data, medical and patient records and administrative and financial record related to all phases of Practice’s patient-case activities provided under this Agreement. Upon receipt of written notice from IPA, Practice shall produce and make available all such records and documents within seven (7) days of receipt of the notice. Provider agrees not to charge IPA or the Member for copying any of the records requested. Practice agrees to cooperate. assist and provide information as requested.

26. Control of Practice. IPA agrees that it shall not interfere with or control Practice’s Providers in the practice of optometry, ophthalmology and ophthalmology sub-specialty or medicine. Each of Practice’s Providers shall be solely responsible for determining the best way to practice optometry or medicine and treat patients. Practice agrees that in carrying out this Agreement, it will comply with applicable federal, state and local statutes, rules and regulations. Practice shall at all times comply with IPA’s policies and procedures and with each of the Plan’s participation agreements with IPA, as the same may be amended from time to time.

27. Notice. All notices required or permitted to be given under the terms of this Agreement shall be in writing, and shall be effective upon delivery if delivered to the addressee in person, effective three (3) business days after mailing if mailed by certified mail, postage prepared, return receipt requested, or effective the next business day if delivered by overnight courier with charges prepaid to such address as either Party shall hereafter designate in accordance with this Section.

28. Effective Date. This Effective Date of this Agreement and all Exhibits attached hereto is ______ ___, 2020.

29. Other Mutual Agreements.

  1. (a)  Assignment. IPA may assign all of its rights and duties under this Agreement without recourse, provided that any such assignment shall not abrogate any compensation of Practice. Practice may not assign its rights or duties herein without the prior written consent of IPA.
  2. (b)  Entire Agreement/Amendment. This Agreement, including all of the attachments and Exhibits which are hereby incorporated herein by reference, sets forth the entire understanding between the Parties as to the matters contained herein and merges and supersedes all prior agreements and understandings among them. No Party shall be bound by any condition, definition or representation other than as expressly provided for in this Agreement. All changes, additions or amendments to this Agreement must be in a writing signed by each of the Parties.
  3. (c)  Governing Law and Venue. This Agreement shall be governed by the laws of the State of Delware. Exclusive venue shall be in Escambia County, Florida.
  4. (d)  Severability. If any provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect.
  5. (e)  Waiver. Any waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision hereof and shall not be effective unless in writing.
  6. (f)  Independent Contractor and Taxes. In the performance of all obligations hereunder, Practice shall he deemed to be an independent contractor and not an employee, agent, partner or joint venturer of IPA. Nothing in this Agreement shall be construed as an effort by IPA to exercise any control over the independent professional judgment of Practice’s Providers. The Parties agree that IPA shall not withhold or in any way be responsible for the payment of any federal, state or local income or occupational taxes, F.I.C.A. taxes, unemployment compensation or workers’ compensation contributions or any other payments for or on behalf of Practice or any of its Providers in connection with this Agreement.
  7. (g)  No Third Party Rights. Nothing in this Agreement shall be construed as creating or giving rise to any rights in any third parties or any persons other than the Parties hereto.
  8. (h)  Attorney’s Fees and Expenses. Each Party shall pay its own costs and expenses, including attorney’s fees, incurred in connection with the negotiation of this Agreement.
  9. (i)  Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
  10. (j)  Authority and Binding Effect. Each Party has the right and authority to execute this Agreement without the consent of any other person. This Agreement shall not become effective or legally binding uponeither Party until signed by both IPA and Practice.
  11. (k)  Right of First Contracting — Other Plans. Where IPA has entered into an agreement with a Plan, IPAshall have a right of first refusal to Contract with Practice for Practice’s participation in said Plan and any and all plans not currently listed in Exhibit A. Practice agrees to contact IPA prior to directly entering into any agreements with any Plans or other MSO’s, IPA’s or contracting agencies to determine whether or not IPA currently has an Agreement with said plan, MSO, IPA or contracting agency. If the Practice decides to opt-out pursuant to Section 22, notwithstanding any other provision above, it will only have the right to contract with such plan after terminating its relationship with IPA. The following exemplar is provided solely for the purpose of providing an example and not as a term of the Agreement limiting Section 29(k):In the event that IPA has entered into an agreement with Plan A, if a Practice separately negotiates with Plan A for another offering by Plan A, then the Practice has to notify the IPA and IPA has the right to negotiate with Plan A for its other offerings on behalf of all of the Practices which are members of the IPA. The Practice still has the option to reject the Plan A offerings through the IPA as per Section 29(l).
  12. (l)  Opt-out Notice. In no event shall the Practice have the right to opt out of any contracts executed by IPA. The Practice also recognizes that it will be bound by any contract executed by IPA that it cannot choose to opt out of any such contract.

(m) WAIVER OF JURY TRIAL. IPA AND PRACTICE WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY EACH PARTY AND EACH PARTY HEREBY REPRESENT’S AND WARRANTS THAT NO PERSONS OR ENTITIES ACTING ON BEHALF OF THE OTHER PARTY HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH PARTY ACKNOWLEDGES TO THE OTHER THAT IT HAS READ AND UNDERSTANDS THE MEANING AND EFFECT OF THIS WAIVER PROVISION.

EXHIBIT B

Management Services Performed By IPA

  1. IPA shall provide the following Management Services to Practice:
    • Liaison between Plans and Practice for the purpose communicating changes in Plans’ policies and proceduresfor clinical integration, medical management, in-network and preferred physician networks, pre- authorization of Covered Services, quality and HEDIS initiatives requiring Practice and all of its Providers cooperation and benefit plans offered to Members;
    • Assist Practice and its practice management staff in: (i) ensuring compliance with IPA’s and/or the Plans’ operating procedures and clinical integration programs, (ii) appropriately coding claims and Member Hierarchical Condition Categories for Medical Risk Adjustment (“MRA”) purposes, (iii) achieving timely resolution of issues encountered by Practice with Plan denials and related appeals of those denials and (iv) obtaining access to Plan data and reports regarding a Member’s status and other matters. Practice agrees to comply with applicable clinical integration, quality assurance, quality improvement, accreditation, risk management, utilization review, utilization management and other administrative policies and procedures established and revised by the Plan or the IPA from time to time and, in addition, policies and procedures, and bulletins or other written materials that may be promulgated by the Plan or the IPA from time to time. The updated policies and procedures may be issued and distributed by the Plan or the IPA in electronic format. Revisions to such policies and procedures shall become binding upon ninety (90) days after such notice to Practice by mail or electronic means, or such other period of time as necessary for the Plan to comply with any statutory, regulatory and/or accreditation requirements;
    • Provide consulting on best practices and providers’ performance by benchmarking with other providers in similar market locations. If Practice desires to engage IPA to provide specific consulting services, then such services are fee based and such fees can be negotiated on a case by case basis;
    • Subject to timely delivery of information and payment by Plans to IPA, IPA shall mail Practice the compensation payment, with detailed information of the number of Members treated by Practice’s Providers by Plan, not later than the 20th day of each calendar month or the next business day when the 20th day falls on a non-business day;
    • Provide access to a qualified Medical Director for consultation on medical treatment protocols;
    • Assist Practice and its practice management staff in coordinating marketing initiatives with Plans or other approved Member sales’ organizations;
    • Assist Practice in developing corrective action plans for achieving compliance with Plans’, IPA’s and CMS deficiency situations;
    • Advise on claim disputes, claims reallocation and Member funded premium matters; and
    • Consult on matters in which Plan(s) allow Practice to choose whether to accept Members.
  2. IPA Management Services shall exclude the following (which shall be the sole responsibility of Provider or its designee):
    • Provide or arrange for the provision of Covered Services and make clinical decisions regarding Members’ care;
    • Arrange for the provision of coverage when Practice is not available to perform Covered Services; and
    • Communicate directly with Members concerning matters of medical necessity, delivery of Covered Services, customer service matters involving the Member and its Plan or any other matters relating to Member’s relationship with Practice or Plan.
  3. Practice agrees to cooperate with IPA in the performance of the Management Services and to participate in IPA’s and Plans’ clinical integration, medical management, quality, coding and incentive programs.
  4. Practice’s Responsibility for Disputing Payment Computations.
    • During the Term, including the post termination settlement period, Practice may object to, raise questions or request additional information regarding the amounts of monthly capitation and surplus payments made by IPA to Practice (“Practice Payment Dispute”).
    • Practice must raise all such objections, questions or information requests within ninety (90) days after the date that IPA’s check for any such payment involving these matters was posted for payment from IPA’s bank account. Practice must raise its Practice Payment Dispute by submitting a written notification to the Notice address in Section 27 of the Affiliate Agreement. Such notification shall include a reasonably sufficient explanation of Practice’s Payment Dispute, including any files, reports or other information Practice is relying upon to support its Practice Payment Dispute. Failure by Practice to submit its Practice Payment Dispute to IPA in the manner and timeframe outlined above shall constitute a waiver of such right to dispute the payment amount and IPA’s payment shall be considered final, with no further review or appeal.
  5. Withhold Compensation Due Practice. From time to time, IPA may, in its reasonable business judgment, identify repeated and chronic deficiencies of Provider regarding the completeness, accuracy and timeliness of submissions, coding, HEDIS and Member’s Hierarchical Condition Categories. IPA shall provide written notice to Practice and shall refer the Practice and the Provider to additional education and training during such ninety (90) day period (the “Remedial Period”). In the event that Practice fails to remedy such deficiencies within the Remedial Period, IPA shall withhold One Hundred Percent (100%) of Provider’s monthly compensation amounts due to Practice until Practice’s full remediation of the deficiency.