practitioner agreement pcp/specialist

7/30/2019 Practitioner Agreement PCP/Specialist

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CBM OAKLAND LLCPRACTITIONER AGREEMENT

This Agreement is effective __________________, 2012 by and between CBM Oakland LLC, a

Michigan for-profit corporation (herein referred to as the “IPA”) and

___________________________________________ with principal office located at

____________________________________________________________________ (herein

referred to as the “Practitioner”).

WHEREAS, IPA has entered into contract with Oakland Health Plan to offer Covered Services toIPA ABW Members; and

WHEREAS, IPA desires to supplement it’s network by using Practitioner to offer covered Medical

Services to Members; and

WHEREAS, Practitioner desires to enter into this Agreement to provide Covered Medical Services toIPA Members by assignment and/or referral from IPA.

IN CONSIDERATION of the mutual covenants and promises contained herein, the parties agree asfollows:

ARTICLE IDEFINITIONS

1.1 Adverse Determination. A determination by a health carrier or its designee utilizationreview organization that an admission, availability of care, continued stay, or other healthservice has been reviewed and has been denied, reduced or terminated. Failure to respondin a timely manner to a request for a determination constitutes an adverse determination.

1.2 Affiliated Hospital. A hospital that has contracted with the IPA to provide Covered Servicesas defined in its hospital contract.

1.3 Affiliated Physician. A Primary Care Physician or Referral Physician who is contracted torender Covered Services by the IPA.

1.4 Affiliated Practitioner. A licensed medical professional, contracting with the IPA to render one or more Covered Services to a Member. Also referred to as “Practitioner.”

1.5 Affiliated Provider. A licensed hospital, licensed pharmacy, or any other institution or organization contracting with the IPA to render one or more Covered Services to an Enrollee.

Also referred to as “Provider.”

1.6 Authorized Services. Benefits, under a Certificate of Coverage, that must be provided to theMember (while the Certificate is in effect).



1.7 Payment. Practitioner will be paid within 45 days of receipt of a clean claim for renderingCovered authorized and referred Services to Members. Refer to Exhibit B.

1.8 Certificate of Coverage (COC). A written explanation provided by the IPA to a Member setting forth the health benefits available and the terms and conditions of the Member’s

receipt of such Benefits. The Certificate of Coverage sets forth the Covered Services paid for by the IPA.

1.9 Clean Claim. A clean claim, for the purposes of this Agreement must contain all of thefollowing elements: 1) name and provider identification number of rendering provider andhealth facility; 2) provider tax identification number, NPI and billing address; 3) date of service; 4) place of service; 5) authorization numbers, if applicable; 6) appropriate procedureand diagnosis codes; 7) coordination of benefits information, if applicable; 8) member’sname, date of birth, identification numbers and address; 9) information to substantiatemedical necessity and appropriateness of care of the service provided; and 10) includeadditional documentation based on services rendered, as required by the IPA. Payment willbe made within 45 days.

1.10 Coinsurance. A percentage of the health care costs that are the financial responsibility of the Member.

1.11 Co-payment. The amount, if any, which must be paid by a Member when the Member receives Covered Services.

1.12 Covered Services. Those health care services including, but not limited to, professionalservices, medical supplies and equipment that a Member is entitled to receive under theterms of the applicable COC. Outlined in Exhibit A.

1.13 Credentialing/Recredentialing Program. A formal review process for obtaining, verifyingand evaluating information about a Practitioner or Provider applying to become an AffiliatedPractitioner or Provider with the Practitioner. Specific criteria are evaluated in determininginitial and ongoing participation and inspection if required by the County Health Plan or theIPA.

1.14 Emergency Health Services. Medical care required due to sudden injury or serious illnesswhich, if not immediately diagnosed and treated, would result in physical impairment or lossof life. Emergency health services may be rendered by Affiliated or non-affiliatedpractitioners, in or outside of the IPA’s service area.

1.16 Enrollee. An individual who is entitled to receive Covered Services under a Certificate of

Coverage offered by the IPA. Also referred to as “Member.”

1.17 Expedited Grievance. A grievance intended to be acted upon by the IPA within 72 hourswhen a physician, orally or in writing, verifies that the standard time frame for completing thegrievance process would jeopardize the life or health of the Member.

1.18 Experimental Treatment. A service, supply, drug, device, procedure or treatment that isdeemed experimental or investigative by any technological assessment body established byany state government or the federal government, which meets one or more of the followingconditions, except therapies that include off-label use of Food and Drug Administration (FDA)



approved anti-cancer drugs, pursuant to Section 500.3406e of the Michigan Compiled Laws,if current medical literature substantiates their efficacy and recognized oncologyorganizations generally accept the treatment:

a. It is within the research, investigational or experimental state;

b. It involves the use of a drug or substance that has not been approved by the UnitedStates Food and Drug Administration or any other applicable governmental departmentby the issuance of a New Drug Application or other formal approval, or that has beenlabeled “Caution: Limited by Federal Law to Investigational Use”;

c. It is not in general use by qualified Physicians or other Health Professionals; or

d. It is not of demonstrated value for the diagnosis or treatment of an illness or disability.

1.20 Grievance. Any written or oral complaint describing an event or occurrence submitted to theIPA by a Member or a Member’s representative.

1.21 Health Care Professional. An individual licensed, certified or registered in accordance withstate law to practice a health profession in his or her respective field.

1.22 Hospital. Those institutions, general or acute, duly licensed and/or certified, that providesinpatient care to IPA Members.

1.23 Medical Director. A physician employed by the IPA to supervise and manage the medicalaspects of the IPA’s health care delivery system.

1.24 Medically Necessary. A specific Covered Service or supply that is reasonably required for

the treatment or management of a medical condition and is commonly and customarilyrecognized in accordance with the prevailing practices and standards of the professionalcommunity in the treatment or management of such medical condition. The IPA’s MedicalDirector’s determination regarding whether a proposed Covered Service is medicallynecessary shall be conclusive.

1.25 Member. An individual who is entitled to receive Covered Services under a Certificate of Coverage offered by the County and assigned to the IPA. Also referred to as “Enrollee.”

1.26 Mental (or Behavioral) Health Services. Medically Necessary outpatient and inpatient careand treatment provided by an Affiliated Practitioner, upon referral of the Member’s PrimaryCare Physician, for behavioral disorders and conditions and in accordance with the terms

and conditions of the Member’s Certificate of Coverage.

1.27 Network Facility. The location where a company or agency contracted with the IPAprovides medical or other services to IPA Members.

1.28 Non-Capitated Services. Covered Services provided by a Primary Care Physician that aresubject to payment by the IPA.

1.29 Non-Covered Services. Health care services that the IPA is not required to provide under the Member’s Certificate of Coverage.



1.30 Pre-Admission Testing. Outpatient diagnostic and laboratory tests performed within 72 to96 hours prior to confinement in a hospital or freestanding surgical outpatient facility.

1.31 Pre-Certification/Prior Authorization. Prior approval by the IPA, under the supervision and

authority of the Medical Director for all referrals outside the primary care scope of service.

1.32 Preventive Health Services. Those services, as described in the Provider Manual,incorporated herein by reference, that are intended to promote and maintain wellness.

1.33 Primary Care/Specialty Practitioner. A partnership, corporation, association, or any other legal entity which (a) has as its primary purpose, the delivery or arranging for the delivery of Covered Services and (b) has entered into written agreements with physicians, all of whomare licensed to practice medicine or osteopathy in the State of Michigan.

1.34 Primary Care Physician. A licensed and credentialed physician under contract with the IPA

who is selected by a Member as the Member’s principal physician and who is primarilyresponsible for providing or authorizing the health care services for the Member. A PrimaryCare Physician may be a general or family physician, obstetrician/gynecologist, internist,pediatrician or specialist (under certain conditions).

1.35 Quality Improvement Program. A formal set of activities designed to monitor, measure andimprove clinical, administrative and service performance. A copy of the Quality ImprovementProgram is included in the Provider Manual, incorporated herein by reference.

1.36 Referral Physician. A licensed Physician to whom a Member is referred by a Primary CarePhysician for special consultation and treatment. Also referred to as “Specialist.”

1.37 Regulatory Agencies. Federal, state or local governmental agencies having authority over the IPA.

1.38 Service Area. The geographic areas approved for Services, in which the IPA is authorizedto provide services to its Members.

1.39 Subscriber. An individual, who submits to the IPA during the open enrollment period, an Application form and is provided a Certificate of Coverage by the IPA.

1.40 Utilization Management Program. An ongoing IPA process of evaluation to ensure thatservices received by Members are medically necessary and are provided in the most

appropriate and cost effective health care setting(s).

1.41 Written Notice. Notice, in writing, in a format consistent with Article VIII of this Agreement.

ARTICLE IIIPA RESPONSIBILITIES

The IPA shall be subject to the following obligations:



2.01 Medical Director. The Medical Director shall be a licensed physician employed by the IPA.The Medical Director shall have ultimate responsibility for the medical aspects of the IPA’soperation, including but not limited to, administrative duties, medical care review, educationand training standards of Affiliated Practitioners, quality improvement and supervision of IPAmedical audits.

2.02 Physician/Patient Relationship. The IPA understands and agrees that the integrity of thephysician/patient relationship is a fundamental component of quality care and service. TheIPA agrees that under no circumstances will it interfere with the physician/patient relationship.The IPA encourages open and meaningful communication between the physician andMember at all times. All treatment options and opportunities shall be freely exchanged. Itshall be understood, however, that services and procedures not covered under the Member’sCertificate of Coverage will remain non-covered benefits.

2.03 Member Transfer. The IPA shall make provisions for the immediate transfer of a Member toan Affiliated Physician if it is determined that the health and safety of a Member is

jeopardized in the existing physician/patient relationship. Otherwise, member may change

providers annually.

2.04 Provider Relations. The IPA shall employ personnel whose primary function is to serve asthe administrative liaison between the IPA, Practitioners and Providers. The IPA shallmaintain a system for responding to inquiries during regular business hours and shall assignsufficient staff to administer provider relations, recruitment, grievance resolution and trainingactivities. A copy of the provider grievance process is supplied in the Provider Manual,incorporated herein by reference.

2.05 Quality Improvement Program. The IPA shall establish and operate a Quality ImprovementProgram and must assure that sufficient staff is assigned to implement it.

2.06 Insurance. The IPA, at its sole cost and expense, shall procure, maintain or cause to bemaintained policies of comprehensive general liability insurance and other insurance as shallbe necessary to insure the IPA and its agents, servants and employees, acting within thescope of their duties, against claims for damages arising in connection with the performanceof the IPA’s responsibilities under this Agreement.

2.07 Premiums. The IPA shall be solely responsible for billing and for collecting premiums fromMembers, their employers or responsible third parties.

2.08 Instructions to Members. The IPA shall provide Members with written materials describingconditions of enrollment, the scope and limitations of coverage and procedures for obtaining

Covered Services including a Member Handbook, Certificate of Coverage and IPAidentification card.

2.09 Membership. The IPA shall maintain and furnish Practitioners with accurate monthlyeligibility information, if applicable.

2.10 Data. The IPA shall make available Practitioner-specific and/or aggregate performance dataat least biannually.



2.11 Payment for Practitioner. Payments shall be made to individual Practitioners who are apart of the IPA. These payments shall be made in accordance with Article IV and Exhibit B.

2.12 Claims Payment. Clean Claims shall be received, processed and paid within 45 days of receipt of clean claim for Covered Services rendered by the Practitioner in accordance with

authorization and claims procedures as set forth in the Provider Manual.

ARTICLE IIIPRACTITIONER RESPONSIBILITIES

The Practitioner shall be subject to the following obligations:

3.1 Quality Improvement Program. The Practitioner agrees to fully cooperate with the IPA’sQuality Improvement Program, including, but not limited to, the utilization management, peer review, performance standards and credentialing/recredentialing activities. The Practitioner shall furnish the IPA with written reports and summaries of care and services rendered to its

Members. The Practitioner further agrees to adhere to and be bound by all decisions anddeterminations of the IPA with respect to any of the above activities including any correctiveor disciplinary action as established by IPA in connection with such programs, policies andprocedures, subject to existing appeal procedures. In conducting Quality Improvement and/or Utilization Review functions hereunder, IPA shall have the right to conduct these activitieson-site at Practitioner's facilities. The Quality Improvement Program is included in theProvider Manual, incorporated herein by reference.

3.2 Policies, Procedures and Manuals. The Practitioner agrees to comply with the IPA’spolicies, procedures and manuals including, but not limited to, the Quality ImprovementProgram and Provider Manual.

3.3 Non-Discrimination. The Practitioner and its Practitioners shall render Covered Services toMembers without discrimination on the basis of sex, religion, gender, physical disability,payment source or on any basis prohibited by state or federal law or regulation. Practitioner shall ensure that Covered Services are provided in a culturally competent manner to allMembers, including those with limited English proficiency or reading skills, diverse culturaland ethnic backgrounds and physical or mental disabilities.

3.4 Standard of Care. Practitioner and its Practitioners shall render medical care to Members inaccordance with the same standard of care, skill and diligence rendered to the Practitioner’sother patients and treat Members without bias. Practitioners shall not make any preferencein provision of health care services based upon an individual’s status as a Member. The

facilities, services and staff of the Practitioner shall be used for the benefit of a Member onlyto the extent such facilities, services and staff are available at the time treatment of aMember is required. Practitioner agrees to provide services in a manner consistent withprofessionally recognized standards of care.

3.5 Service Provision. Practitioner agrees that its Practitioners’ hours of operation shall beconvenient to Members and that he or she will provide or arrange for the provision of Covered Services.



3.6 Eligibility Verification. Practitioner agrees to provide those services as are more fully setforth in Exhibit A, which is attached hereto and incorporated herein by reference. Practitioner and its Practitioners must verify Member’s eligibility for Covered Services upon referral andevery forty-five (45) days thereafter, if applicable. All specialty services must be prior authorized by the IPA according to the Prior Authorization Procedures and with proper

referral from the Member’s PCP.

3.7 Claim Submission. Practitioners will provide the IPA with an itemized invoice in a formsatisfactory to the IPA (HCFA 1500, UB 92, or other agreed upon alternate format) for services rendered to Members. Claims may also be submitted electronically in the formatspecified by the IPA. Claims involving coordination of benefits must be submitted no later than one hundred and twenty (120) days after the date of service. When claims aresubmitted first to a primary payer other than the IPA, the applicable claim filing limit shall besixty (60) days following receipt of payment from the primary payer. The Practitioner agreesto bill the IPA for authorized services provided hereunder no later than sixty (60) days after the date of service. The Practitioner recognizes that failure to file claims within theprescribed time limits will be at the IPA’s discretion and may render the claim unpayable.

The IPA will deny payment if invoices are received later than 180 days following the date of service.

A claim shall be considered clean if it meets the definition in Section 1.10. Clean claims shallbe processed and paid in a timely manner, in accordance with the claim and authorizationprocedures outlined in the Provider Manual. Practitioner and its Practitioners recognize thatfailure to submit claims within the prescribed time limits will at IPA’s sole discretion, render the claim unpayable.

3.08 Billing. The Practitioner shall look only to the IPA for payment of Covered Services providedpursuant to this Agreement with the exception of any co-payments or coinsurance that may

be collected from the Member, according the Member’s Certificate of Coverage, included inthe Provider Manual and incorporated herein by reference. Payment made to the Practitioner or participating Practitioner’s pursuant to this Agreement, plus payment of any applicable co-payments or coinsurance, shall be deemed to constitute payment in full for all servicesrendered by a Practitioner to a Member.

Under no circumstances will a Practitioner be permitted to impose any surcharge on aMember for Covered Services. The Practitioner agrees that in no event, including, but notlimited to, non-payment by the IPA, insolvency, breach of this Agreement or a Member’sclaim for third party liability, shall a Practitioner bill, charge, collect a deposit from, assert alien on a Member’s settlement or judgment against a third party or have any recourse againstany Member for services provided pursuant to this Agreement.

3.09 Confidentiality. The Practitioner agrees to treat all Member information in a confidentialmanner and in compliance with applicable state and federal laws. The Practitioner, itsemployees or agents will not have access to or the right to review any medical record of anyMember, except where necessary to provide services to Members and to meet therequirements of this Agreement. Except where necessary in the provision of services under this Agreement, the discussion, transmission or narration in any form to any person of anyMember information of a personal nature, medical or otherwise, is forbidden. ThePractitioner also agrees to obtain and keep in the medical record a signed release of information and any advance directives obtained from the Member.



The Practitioner shall not disclose the substance of this Agreement or any informationacquired from the IPA during the course of or pursuant to this Agreement to any third partyunless required by law or authorized by the IPA, in writing. The Practitioner also agrees tomaintain the confidentiality of the IPA’s enrollment information, Member names and other

specific demographic information and to prevent the unauthorized disclosure of any suchinformation and records.

3.10 Grievance. The Practitioner hereby agrees to participate in and be bound by anydeterminations rendered pursuant to the IPA’s Member Grievance Procedure, including theExpedited Grievance Procedures. The Grievance Process is included in the Provider Manual, incorporated herein by reference.

3.11 Access to Practitioner Records. The Practitioner agrees to permit the IPA and theappropriate Regulatory Agencies and their representatives to have access to the documentsand records of each Practitioner, as necessary to verify the costs associated with this

Agreement in accordance with criteria and procedures contained in applicable governmental

laws and regulations. Practitioners agree to submit such reports and financial information asis reasonably requested by IPA to comply with regulatory requirements to monitor thefinancial and administrative viability of providers.

3.12 Encounter Data Submission. Practitioners agree to accurately complete and return to theIPA, Encounter Data on HCFA 1500 forms, hard copy or electronic, pertaining to eachservice provided to Members. The Practitioner agrees to furnish data requested by the IPApertaining to the IPA’s membership in a timely manner and certify completeness andtruthfulness of the submitted encounter data.

3.13 Licensure/Changes in Professional Personnel by Practitioner. Prior to any Practitioner’s

licensed and/or certified staff performing any services under this Agreement, the Practitioner hereby warrants and represents to the IPA, with respect to each of its health careprofessionals, the following:

a. that he/she holds a valid license as administered by the State of Michigan;b. that he/she has all duly issued and required specialty certifications, as appropriate;c. that he/she has the requisite hospital staff privileges, as appropriate;d. that he/she has had his/her credentials properly reviewed and approved by the IPA.

The IPA’s credentialing determination shall be conclusive.

3.14 Practitioner and Practitioner Change Notification. The Practitioner and its Practitioners

shall give the IPA at least sixty (60) days written notice prior to the occurrence of any one of the following events:

a. Closure or relocation of any practice location;b. Sale of a practice (or portion thereof);c. Merger of a practice (or any portion thereof); or d. Practice being closed to current, new, or transferring Members.

3.15 Medical Records. Practitioners shall prepare and maintain records relating to the carerendered to Members in such form and detail, as are consistent with accepted medical



standards and the IPA medical record regulations promulgated by the appropriate Regulatory Agencies. Practitioners shall make such records available, at reasonable times, for inspection or reproduction by the appropriate IPA staff, any appropriate Regulatory Agency or the Member. Practitioners shall comply with applicable state and federal laws related toprivacy, accuracy and confidentiality of medical records. The IPA shall have the right to

conduct audits and evaluations of all records of Practitioners participating with Practitioner related to Covered Services provided to any Member. The IPA will attempt to give thePractitioner as much advance notice as possible as to when audits will be conducted.

In the event a Member chooses to select another Practitioner from which to receivetreatment, Practitioners agree to forward copies of all medical records necessary for continuity of care to the Member’s new Practitioner. Upon termination or completion of this

Agreement, all Member medical records shall remain with each Practitioner and shall bemaintained for a minimum of seven (7) years, with the IPA having the right to make a copy of the medical record at the IPA’s sole cost and expense.

3.16 Continuation of Services. Practitioners shall remain responsible for continuing to provide

acute care to Members in the hospital on the date of termination, until discharge from thehospital or transfer of care to an Affiliated Physician. The treating Practitioner and theMedical Director of the IPA shall confer where a transfer of a Member to an AffiliatedPhysician may have an adverse affect on the Member’s care. Members undergoing activetreatment for a chronic or acute medical condition will have access to their physician throughthe current period of active treatment or for up to ninety days (90), whichever is shorter.

3.17 Professional Liability. Practitioners, at their sole cost and expense, shall procure, maintainor cause to be maintained policies of professional liability insurance at a minimum of $100,000 per occurrence/$300,000 aggregate per year .. Directors and officers liabilityinsurance and other insurance shall be maintained as necessary to insure the Practitioner

against any claims for damages arising in connection with the performance of Practitioner’sresponsibilities under this Agreement, with limits, deductibles, and other provisionssatisfactory to the IPA. Practitioners shall supply the IPA with proof that such insurance is inforce, as requested by the IPA at the time of the execution of this Agreement and at any timeduring the term of this Agreement. Under the terms of this Agreement, the IPA shall beentitled to thirty (30) days notice of cancellation or changes in policy provisions. Upon proof of financial responsibility satisfactory to the IPA, a Practitioner may self-insure for a portion of the risk.

3.18 Notification of Proceedings. Practitioners agree to notify the IPA of the revocation,suspension, termination, cancellation or initiation of any proceeding that may adversely affectsuch Practitioner’s license to practice, professional liability insurance, or medical staff

membership at any hospital or legal action commenced against such Practitioner arising outof a physician-patient relationship.

ARTICLE IVCOMPENSATION

4.1 Compensation Payable to Practitioner. The IPA agrees to compensate the Practitioner under the terms and conditions set forth in Exhibit B, which is attached hereto and incorporated



herein by reference. Practitioners shall continue to provide Covered Services to Members(referred to or assigned to the Practitioner) for the duration of the time period.

4.02 Payment for Authorized Services. The Practitioner shall look only to the IPA for compensation for services rendered to a Member when the IPA’s Certificate of Coverage

covers such services. Practitioners agree not to bill, charge, collect a deposit from, seekcompensation from, seek remuneration from, surcharge or have any recourse against aMember or persons acting on behalf of a Member (other than the IPA) except to the extentthat co-payments are specified in the applicable Certificate of Coverage. Practitioners agreenot to maintain any action at law or in equity against a Member to collect sums that are owedby the IPA to the Practitioner (or its Practitioners) under the terms of this Agreement, even inthe event the IPA fails to pay, becomes insolvent or otherwise breaches the terms andconditions of this Agreement.

This section shall survive termination of this Agreement, regardless of the cause of termination and shall be construed to be for the benefit of Members. The Practitioner further agrees this provision supersedes any oral or written agreement, hereinafter entered into

between a Practitioner and a Member or persons acting on Member’s behalf, insofar as suchagreement relates to payment for services provided under the terms and conditions of this

Agreement.

4.03 Accounting. The IPA shall not be obligated to segregate, establish a separate bank accountfor, separately maintain any funds or pay the Primary Care/Specialty Practitioner any intereston amounts held in any fund.

ARTICLE VTERM & TERMINATION

5.01 Initial Term. The term of this Agreement shall commence on the date set forth in thePreamble and shall continue in effect for a period of two years. Subsequent to the expirationof the initial term and for each term thereafter, this Agreement shall be automaticallyextended for one year, with the same terms and conditions as are set forth herein.

5.02 Immediate Termination. This Agreement may be terminated immediately:

a. By either party, if the other fails to maintain all licenses and approvals which are requiredby law to conduct its business;

b. By either party, if Practitioner or IPA institutes bankruptcy, insolvency, receivership or reorganization proceedings;

c. By the IPA, if a Practitioner has been convicted of a felony;d. By the IPA, if a Practitioner has been suspended from participation in Medicare, Medicaid

or from the medical staff of any hospital;e. By the IPA, if a Practitioner misrepresents or omits information on documents submitted

to the IPA; fails to notify the IPA of the revocation, suspension, termination, cancellation,or initiation of any proceeding which may adversely affect the Practitioner’s license topractice, professional liability insurance or medical staff membership at any hospital;refuses to provide services under the terms of this Agreement; or acts or fails to act in amanner which may result in imminent danger to the health of a Member;



f. By the IPA, if a Practitioner fails to adhere to the IPA’s Quality Improvement Program.;and

g. By IPA if the Adult Benefit Waiver Program is terminated or suspended for any period of time.

5.03 Termination After Notice and Opportunity to Cure. Except where termination arisesunder Section 6.02, if either party violates any provision of this Agreement, the other partymay terminate this Agreement by giving sixty (60) days written notice to the party violatingthis Agreement, provided that if the alleged violation is remedied to the reasonablesatisfaction of the complainant within thirty (30) days, the notice shall thereupon be deemedto be canceled.

5.04 Termination Without Cause. This Agreement may be terminated by either party withoutcause, provided the party terminating the Agreement gives the other party sixty (60) daysprior written notice of such termination.

ARTICLE VIRESOLUTION OF DISPUTES

6.01 Good Faith Resolution of Disputes. In the event that disputes or problems arisehereunder, the parties agree to meet in good faith to attempt to settle such disputes or problems.

6.02 Notice of Dispute. The parties agree that before any legal action is brought against theother party based on any dispute or problem arising out of or relating to this Agreement, thirty(30) days notice of the facts and circumstances supporting the claim shall be provided to the

other party.

6.03 Negotiation of Dispute not a Waiver. The pursuit of any remedy under this Article shall notconstitute a waiver of any other rights or provisions of this Agreement, including the right toterminate the Agreement.

6.4 Appeal of Medical Necessity Rulings. IPA shall afford Practitioner and its Practitioners theopportunity to appeal disagreements with regard to medical necessity of Covered Servicesbefore a recognized independent professional review organization. The results of suchreview shall be binding on both parties. In each case, the cost of such review shall be borneby the losing party.

ARTICLE VIIGENERAL PROVISIONS

7.01 Assignment. The Practitioner may not assign or delegate this Agreement or any rights or duties under this Agreement without the prior written consent of the IPA.

7.02 Entire Agreement. This Agreement and any accompanying addenda constitute the entireagreement by and between the parties. Any prior agreements, promises, negotiations or



representations relating to the subject matter of this Agreement not expressly set forth hereinare of no legal effect.

7.03 Mutual Indemnification. The Practitioner agrees to indemnify the IPA and hold it harmlessfrom, any and all claims, liability, or damages which the Practitioner may incur arising out of

acts or omissions of its Practitioners or the Practitioners’ employees, agents, subcontractors,in the performance of its or their responsibilities under this Agreement.

The IPA agrees to indemnify the Practitioner and hold it harmless from, any and all claims,liability, or damages which the IPA may incur arising out of acts or omissions of the IPA or the IPA’s employees, agents, subcontractors, in the performance of its or their responsibilitiesunder this Agreement.

7.04 Coordination of Benefits. Practitioner will follow coordination of benefits guidelines asappropriate.

7.05 Publicity. The Practitioner consents to the use of his/her name and Practitioners’ names,

addresses, specialties and likenesses in any IPA marketing, advertising or promotionalmaterials.

7.06 Severability. If any term or provision of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction for any reason, such invalidation shall notaffect the validity of the whole Agreement or of any other term or provision, but this

Agreement shall be construed as if not containing the particular term or provision held to beinvalid, and the rights and obligations of the parties shall be construed and enforcedaccordingly. To the extent such invalidity or unenforceability is the result of new legislationregarding the provision of health care services, the parties shall amend this Agreement tocomply with such new legislation.

7.7 Non-Exclusivity. Both parties shall have the right to enter into similar agreements with other persons and entities. IPA agrees that Practitioner may continue to treat patients other thanMembers and to contract with any discount fee-for-service organization, insurance company,independent practice association, health maintenance organization, Practitioner or individualto provide Medical Services.

7.08 Mandated Amendments. Amendments to this Agreement, which are required because of legislative, regulatory or legal requirements, do not require the prior approval of thePractitioner and shall become effective upon notification of Practitioner by IPA.

7.9 Amendments Requiring Regulatory Approval. Amendments to this Agreement which are

subject to prior approval of or notice to any federal, state or local regulatory agency shall notbecome effective until all necessary approvals have been granted or required notice periodshave expired.

7.10Financial Terms. The IPA to Provider may promulgate proposed modifications toreimbursement rates ninety (90) days prior to the intended effective date. In the event thatIPA and Practitioner cannot reach agreement on such modifications prior to the intendedeffective date, IPA shall provide sixty (60) days notice to Practitioner of its intent to implementthe proposed rates, in which case, the modifications shall become a binding part of the



Agreement at the expiration of the notice period. Practitioner’s prior rates shall remain ineffect until the expiration of the notice period.

7.11 Execution of Agreement. This Agreement shall not be fully executed until the Practitioner’sPractitioners have been properly credentialed to render services for the IPA.

7.12 Failure to Enforce. The failure of any party to strictly enforce any provisions of this Agreement shall not be construed as a waiver thereof or as excusing the defaulting partyfrom future performance.

7.13 Authority to Contract. Practitioner asserts that, after making reasonable inquiry, theundersigned has the authority to enter into binding contractual agreements on behalf of allPractitioner members whose names are listed and attached hereto.

ARTICLE VIII

NOTICES

8.01 Format. Unless expressly provided otherwise, all Notices herein provided to be given, or which may be given, by any party to the other, will be deemed to have been fully given whenwritten and delivered or deposited in the United States mail, certified and postage prepaidand addressed to each party as follows:

Practitioner Address:

___________________________________________

___________________________________________

___________________________________________

Attention: _________________________________

IPA Address:

CBM Oakland LLCPO Box 489Linden, Michigan 48451

Attention: Executive Director

Ibraham Ahmed, Ph.D., R.N.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

WITNESS: CBM OAKLAND LLC

_____________________________ By: Ibraham Ahmed, Ph.D., R.N.

Its: President and CEO

Signed: ______________________________

Date: ________________________________

WITNESS: Provider: _____________________________

Please print

_____________________________ By: __________________________________

Its: __________________________________

Signed: ______________________________

Date: ________________________________



EXHIBIT A



EXHIBIT BCOMPENSATION SCHEDULE

Primary Care/Specialty Practitioner AgreementCBM w/ Oakland Health Plan (ABW)

Provider Name: __________________________________________________________________

Address:___________________________________City:____________________Zip___________

Telephone: ___________________________ Fax: _________________________________

Email: ______________________________ Tax ID Number: ________________________

NPI: ________________________________ Provider SSN: _________________________

A contracted practitioner must submit a current copy of a MAHP or CAQH credentialing application,including all documentation. Copy must be signed and dated with current date of

this agreement.

______ PRIMARY CARE PHYSICIAN PAYMENT: Capitation $9.00 PMPM .

$3.00 co-payment from member for office visit. Service includes Primary Care office visits,office lab, office X-ray (all services provided in-office) . Practitioners will be paid monthly.

Primary Care Physician Pools:

1) Pharmacy pool is funded at $15 PMPM. (Must use CBM formulary.)2) Emergency Room pool is funded at $12 PMPM.

3) Outpatient diagnostics and procedures is funded at $9 PMPM.4) Specialty providers funded at $12 PMPM.

Pool balances are combined and shared between all PCPs. Any remaining balance is paid equally to PCPs less 4month IBNR on an annual basis.

______ SPECIALIST PAYMENT: MEDICAID FEE SCREEN. Claim must contain Prior AuthNumber for each DOS.

Specialty: ______________________________________________________________________

Please select ONE (1)--PCP or Specialist. (General, Family, IM is NOT available as Specialist.) IN NETWORK SPECIALISTS WILL NOT NEED PRIOR AUTHORIZATION FOR SPECIFIC SERVICES . Please see Exhibit C.

Provider Signature: ______________________________________________________

Date: _______________________________________

Please complete Exhibit B for each office location and fax to 810.458.4187.Questions? 734.347.1462 www.communitybridgesihc.com



EXHIBIT CPRIOR AUTHORIZATION (PA) CRITERIA

Primary Care/Specialty Practitioner AgreementCBM w/ Oakland Health Plan (ABW)

ONLY the following services will require PAs from PCP authorized by CBM if referred to CBMNetwork Specialist:

ALL SurgeryLab Tests listed on Website (non-routine)MRI, MRA, PET, CTALL Ultra SoundsGenetic Testing

ALL Cardiac Testing All Doppler EEG, EMGChemo and Radiation TherapySleep Study (requires proof of life threatening medical necessity)Dialysis

ALL Nuclear TestingAll services over 24 hours provided in ER Observation

All other services require a CBM referral from PCP, but no authorization/approval from CBM willbe required if referred to CBM Network Specialist. NO Urgent Care PA will be required for CBM Network Urgent Cares.

practitioner agreement pcp/specialist

Documents