Provides 18 definitions of terms, including (d) – Emergency – prudent layperson standard for emergency; (l) – Primary Care Physician – physicians whose primary specialty is general practice, family practice, pediatrics, internal medicine or ob/gyn; (n) – Products – currently, Doctors’ Health Plan; (p) – RCIPA Policies – policies, procedures and standards adopted by RCIPA that relate to peer review and quality management; (r) – Specialist Physician – all other physicians who are not Primary Care Physicians. One term that is not defined is medically necessary. Another is clean claim.

Lists 20 physician responsibilities, including (a) will notify RCIPA if status as duly licensed NYS physician changes; (b) will accept patients regardless of health condition; (c) will not discriminate against enrollees in providing health services; (d) will assure prompt services that assure continuity of care; (e) will provide health services consistent with community standards; (f) will ensure 24/7 coverage; (g) will participate in peer review and quality management programs of each health benefit plan; (h) on 30 days’ written notice to RCIPA, physician may drop an enrollee because no satisfactory physician-patient relationship established or if enrollee missed a series of appointments without a reasonable explanation; and physician may close his/her practice to new patients; (i) will share medical records and other information during and after the term of the Agreement consistent with applicable law; (j) will comply with standards for documentation, retention and confidentiality of medical records as set forth by RCIPA, Payor, NCQA and applicable law; (k) will permit RCIPA, Payor and governmental authorities to access medical records and encounter data in accordance with law; will provide same parties with financial data and reports as required/permitted by law; (l) in accordance with law, will provide enrollee’s medical records to another physician when enrollee changes physicians; (m) will allow RCIPA, Payor, NCQA and government representatives to inspect facility and administrative, financial and medical records relating to enrollees; will participate in personal interviews with NCQA and governmental representatives; (n) will comply with RCIPA’s and Payor’s facility standards; (o) will obtain pre-authorization in accordance with RCIPA’s policies; (p) will cooperate with RCIPA’s and Payor’s enrollee and physician grievance procedures; (q) will be bound by RCIPA’s and Payor’s policies that are communicated to physician; (r) will notify RCIPA if physician loses license or certification, if disciplinary action against physician is initiated, if an act materially affecting physician’s ability to act under Agreement occurs, or if disciplinary action resulting in a reduction/limitation in physician’s clinical privileges occurs; (s) will comply with laws; (t) will provide health services in accordance with the Agreement and with the laws.

Lists two items regarding compensation, including (a) Physician agrees to be paid in accordance with RCIPA’s fee schedule (that might include a risk arrangement) applicable to each health benefit plan; (b) Physician agrees not to bill enrollee (except for supplemental charges, copayments or for non-covered services) under any circumstances, including breach of the Agreement by RCIPA, insolvency of RCIPA or of Payor. If physician has not been given a list of covered health services or cannot ascertain whether a service is a covered health service, physician must make reasonable efforts to contact Payor or RCIPA and to obtain a coverage determination prior to advising enrollee as to coverage. This provision survives termination of the Agreement and supersedes any oral or written agreement now existing or hereafter entered into.

Five provisions describing physician’s responsibilities regarding claims submission, including (a) physician shall submit claims to RCIPA in accordance with RCIPA policies and in RCIPA-approved format within 90 days following the date of service. If one charge is made by physician for services of related health services, claim must be submitted within 60 days of when charge customarily made; (b) if claim is not received within 90 days period, physician waives right to receive payment. If claim is incomplete and is not resubmitted within RCIPA’s timeframe, physician waives right to receive payment; (c) an extension of the 90 day time period is granted in death or disability of physician, or theft or destruction of records, if extension application made within 30 days of event; (d) if claim is denied, physician shall not seek payment for such claim; (e) physician must retain documents regarding claims for at least 6 years.

If physician requests, RCIPA shall confirm enrollment status of an enrollee in a particular health benefit plan.

Lists physician’s insurance requirements, which include physician maintaining malpractice insurance in an amount designated by RCIPA, with a minimum of $1 million per claim, $3 million in the aggregate, unless RCIPA permit lesser insurance. Insurance must provide that RCIPA will be given 30 days’ notice prior to cancellation, termination or non-renewal of insurance.

Requires physician to maintain medical records for enrollees, and to maintain the confidentiality of such records. If a record of an encounter does not exist, RCIPA presumes that the encounter did not occur, and the physician will not be paid for such encounter. Medical records must be retained for at least 6 years (or for minors, until 6 years after the minor reaches the age of majority).

Two provisions regarding health benefit plans, including (a) each health benefit plan may have a different payor and different structure; RCIPA has determined that each health benefit plan listed on Exhibit A, including the compensation provisions of such plan, is fair and reasonable; (b) physician understands that a payor may require separate contracts with RCIPA or its related IPAs, depending on the health benefit plan so the Agreement shall apply to each health benefit plan, regardless of the entity with whom the payor contracts.

Seven provisions regarding termination of the Agreement, including (a) the initial term of the Agreement begins on the date set forth in the first paragraph of the Agreement and ends on the next December 31^st; the Agreement is automatically renewed on January 1^st unless either party gives written notice to the other, at least 60 days prior to January 1^st, of its decision not to renew the Agreement; (b) either party may terminate the Agreement for a material breach by the other on 30 days’ written notice; (c) RCIPA may terminate the Agreement immediately on written notice to physician if physician is found guilty of a criminal offense or professional misconduct, physician violates any provision of the Agreement; or physician is no longer a credentialed provider of RCIPA; (d) Agreement terminates when physician dies; (e) when Agreement terminates, physician is still obligated to complete treatment and to cooperate in referring enrollees to a new physician to assure continuation of care; at enrollee’s option, physician must continue to treat an enrollee who is undergoing a course of treatment or who has entered the second trimester of pregnancy for an additional 90 days beyond the termination (or for a period that includes postpartum care directly related to delivery in case of pregnancy); (f) termination of Agreement is not a release of claim of either party; if RCIPA requests payment of moneys owed RCIPA, either physician shall either pay such amounts or such amounts shall be off-set against moneys owing to physician by RCIPA for unpaid claims; (g) if Agreement is implemented before NYS Department of Health approves it, any changes directed by DOH (including termination of Agreement) shall be made.

Outlines fourteen standard contract provisions, including (a) no waiver by either party of a breach of the Agreement is effective (unless in writing) or waives any subsequent breach; (b) the laws of NYS govern the Agreement; (c) each provision of Agreement is severable; (d) physician may not assign Agreement and may not have another physician render health services in his/her place; (e) physician and RCIPA are independent contractors; (f) RCIPA may use physician’s name, address, phone number, type of practice and indication of physician’s willingness to accept new patients in its roster of physicians and other materials; (g) physician shall cooperate in coordination of benefits programs and execute any needed documents in connection with COB; (h) amendments to Agreement shall be sent to physician or communicated electronically (by email, fax or posting on RCIPA web-site) and are deemed accepted unless physician notifies RCIPA of contrary within 30 days after receipt of notice; (i) list of health benefit plans may be amended by RCIPA from time to time so long as the change is sent to physician or communicated electronically (by email, fax or posting on RCIPA web-site); (j) disputes shall be settled by a judicial proceeding unless RCIPA elects arbitration under one of two rules of arbitration; cost of arbitration will be borne equally by the parties; (k) notices may be delivered to physician or physician’s office during normal business hours or sent by certified mail, return receipt requested; (l) the parties shall comply with the Managed Care Reform Act of 1996; (m) nothing in Agreement transfers liability for RCIPA’s or Payor’s actions to physician; (m) [sic] nothing in Agreement transfers full or ultimate risk for cost of health services to physician.

This Exhibit lists the health benefit plans under which physician agrees to provide services and accept payment. Currently, Attachment A lists Doctors’ Health Plan.

• General Comment – This Agreement does not include a specific section covering RCIPA’s obligations to the physician. Consider whether additional RCIPA obligations should be included in the Agreement.

• First paragraph – Note that the physician is entering into an Agreement with RCIPA, Inc., including any IPAs related to RCIPA.

• Section 2(b) – This provision states that the physician will accept patients regardless of such patients’ health history or condition. However, the wording of this provision does not take into consideration that physicians may close their practices to new patients.

• Section 2(d) – This provision states, in part, that physicians will assure that health services are made available to Enrollees "promptly." The word "promptly" is vague and does not clearly state the physician’s obligation.

• Section 2(h)(ii) – This provision states that physicians may close their practice to new patients while continuing to provide services to current patients. However, this provision does not contemplate that physicians with practices closed to new patients may refuse to continue to treat existing patients in certain circumstances.

• Section 2(j) – This provision refers to standards for documentation, retention and confidentiality of medical records with which the physician must comply. It is important that you obtain and review these standards to ensure they comply with your business needs.

• Section 2(k) – This provision provides that physicians shall provide certain entities, including RCIPA and the Payor, with free copies of Enrollee medical records and encounter data. Note that physicians are agreeing to provide such copies at no charge. This provision also provides that physicians will provide certain entities, again including RCIPA and the Payor, with financial data and reports. This requirement should be clarified to ensure that the physician is not obligated to share with RCIPA or the Payor financial data and reports beyond those regarding Enrollees.

• Section 2(l) – This provision requires the physician to provide copies of Enrollee’s medical records when an enrollee transfers to another physician. This provision should clarify that the physician will provide such records in accordance with applicable laws.

• Section 2(n) – This provision requires the physician to comply with RCIPA’s and the Payor’s facility standards regarding physical accessibility, physical appearance, OSHA regulations, fire safety and equipment. It is important that you obtain and review these standards to ensure they comply with your business needs and are not overly restrictive.

• Section 2(o) – Under this provision, physicians are obligated to comply with RCIPA Policies regarding pre-authorization. It is important that you obtain and review these RCIPA Policies to ensure they comply with your business needs.

• Section 2(p) – This provision requires the physician to cooperate with RCIPA’s and the Payor’s physician grievance procedures. It is important that you obtain and review these procedures to ensure they comply with your business needs and that you understand your obligations. Also, you should review these procedures to determine how a grievance made against your staff member is handled. In addition, consider whether the grievance procedures should apply to complaints made by Enrollees only.

• Section 2(r) – This provision requires the physician to comply with applicable laws. This provision does not require RCIPA to comply with applicable laws.

• Section 3(b) – This provision prohibits the physician from billing the Enrollee under any circumstances, except for supplemental charges, copayments, or fees for non-covered services. This provision does not specifically permit the physician to collect deductibles.

• Section 4 – This section does not address what is a clean claim, how quickly a physician is paid after submitting a clean claim, or how quickly a physician is paid after submitting any additional information requested by the Payor. It is important that you understand the definition of a clean claim, and the timeframes for receiving reimbursement in order for you to determine if they adequately address your business needs.

• Section 4(a) – This provision requires you to submit "proper" claims. The term "proper" is too vague. This provision also requires claims to be submitted in a format approved by RCIPA. You may want further information regarding what formats previously have been approved by RCIPA. This provision requires claims to be submitted in a format approved by RCIPA "unless otherwise specified" within 90 days following the date of service. It is not clear which phrase "unless otherwise specified" is modifying – the format of the claim or the timeframe on claim submission. Also, consider whether requiring the physician to submit claims within 90 days of the date of service is too short a time period. This provision provides that physicians submit claims within 60 days of the date on which charges are customarily made if the charge is for a series of related health services. It is unclear on what date the charges are customarily made; in addition, consider whether requiring the physician to submit claims within 60 days of such date is too short a time period.

• Section 4(b) – Note that if the physician’s claim is not received within 90 days after the date of service, the physician waives all rights to receive payment. Again, consider whether 90 days is too short a time period. The section also provides that if a claim is not complete and is returned to the physician, the physician waives all rights to receive payment if the claim is not properly resubmitted within the timeframe specified by RCIPA. You may want to obtain additional information about the timeframe for resubmitting claims to ensure it adequately addresses your business needs.

• Section 4(d) – This provision provides that if claims are properly denied, in whole or in part, then the physician shall not be paid for such claim. However, the provision should be clarified to permit partial reimbursement if the claim is only partially denied.

• Section 5 – This section states that RCIPA or its designee will confirm the enrollment status of an Enrollee. Consider whether this section should provide that the physician will be able to rely on such confirmation for reimbursement purposes, and that a mistake by RCIPA or its designee on the enrollment status of an Enrollee will not prevent the physician from being compensated for services rendered.

• Section 6 – This provision permits RCIPA to alter unilaterally the required amount of insurance that the physician must maintain.

• Section 7 – Note the importance of the medical record. This provision states that if a record for an encounter does not exist, it shall be presumed that the encounter did not occur and the physician will not be reimbursed for such encounter.

• Section 8(a) – This provision states that the health benefit plans listed on Exhibit A have been reviewed by RCIPA, and that RCIPA has determined that the compensation of such health benefit plans is fair and reasonable. This provision raises anti-trust issues for the physicians that should be addressed before the Agreement is signed.

• Section 8(b) – Note that the Agreement applies to all health benefit plans, regardless of the entity with which the Payor contracts.

• Section 9(b) – This provision permits either party to terminate the Agreement upon a material breach by the other upon 30 days’ written notice. Generally, for-cause termination provisions include a 30-day cure period, during which time the breaching party may cure the breach and prevent the termination of the agreement. Consider whether such a cure period would be appropriate.

• Section 9(c) – This provision provides that RCIPA may immediately terminate the Agreement if the physician is found guilty of a criminal offense. Consider whether this provision is too broad and should be limited. This provision also provides that RCIPA may terminate the Agreement immediately if the physician violates any provision of the Agreement. Consider whether this requirement is too broad since material breach of the Agreement is also discussed in Section 9(b).

• Section 9(g) – The phrase "is to implemented" should read "is to be implemented."

• Section 10(d) – This provision states that the physician may assign the Agreement to another party. Consider whether RCIPA should be under the same obligation not to assign the Agreement to another party. Also, this provision cites Section 2(i), which does not appear to be the correct cross-reference.

• Section 10(g) – This provision provides that the physician will execute any documents that may be required for coordination of benefits. This provision is vague, and the physician may wish to obtain further information regarding RCIPA’s procedure for coordination of benefits.

• Section 10(h) – This provision permits RCIPA to send amendments to the Agreement to the physician by email or by posting on the RCIPA web-site. If the physician does not object to such amendments within 30 days, the amendments become effective. Consider whether email and posting on a web-site are appropriate means of communicating to the physician potential amendments to the Agreement. It is important that the physician review potential amendments and maintain the ability to refuse such amendments.

• Section 10(i) – This provision permits RCIPA to amend Exhibit A (which lists the health benefit plans in which the physician agrees to participate) by sending such change to the physician by email or by posting on the RCIPA web-site. Again, consider whether email and posting on a web-site are appropriate means of communicating changes to the list of health benefit plans. Note that this provision does not provide physicians with any say in what health benefit plans they are going to participate. This provision does not permit a physician to select or de-select from individual health benefit plans. It is important that you carefully evaluate this provision to ensure that it complies with your business needs.

• Section 10(j) – This provision discusses arbitration and contains a number of noteworthy items. First, the provision permits RCIPA to choose whether to take a matter to arbitration or to court. The physician also should have this ability to choose the forum of the resolution of a dispute. Also, the provision permits RCIPA to choose what rules will govern in an arbitration – the National Health Lawyers Association’s Alternative Dispute Resolution Rules or the American Arbitration Association’s Rules. The National Health Lawyers Association changed its name a few years ago, and thus the rules should be referred to as the American Health Lawyers Association Alternative Dispute Resolution Service Rules of Procedure. Also, RCIPA should not be entitled to choose the rules of arbitration; the determination of which arbitration rules will be followed should be stated in the Agreement. The physician should consider which rules of arbitration should be referenced in the Agreement.

• Section 10 – Generally, an "entire agreement" clause would be included in an agreement of this sort, stating that the Agreement, its exhibits and amendments constitute the entire understanding of the parties. Consider whether an "entire Agreement" clause should be added to this Section.

• Attachment A – This Attachment should list the Aetna health benefit programs that RCIPA is proposing.

• The Addendum does not specify the compensation schedule under which physicians will be paid. Thus, without further details, physicians do not know how much they will be compensated or whether the addendum includes any withholds, and if so, under what circumstances the physicians will receive the withhold. In order to evaluate whether the Addendum is financially feasible for you, it is important that you obtain further information regarding the proposed compensation and any withholds. Consider whether such information should be incorporated into the Addendum. Also, the Addendum does not explain the types of health benefit programs (for example, indemnity, POS, PPO, HMO, self-insured, etc.) in which the physician is being asked to participate.

• First paragraph – The Addendum includes an all-products clause in which physicians agree to participate in all health benefit plans offered by Aetna or its affiliates. "All-products clauses" bind physicians to participate in a bundle of health benefit plans, including new plans, without any chance to decline to participate or to deselect from a particular plan. Also, physicians are bound not only to all products of Aetna, but to all products of Aetna’s affiliates. It is important that you carefully consider whether to agree to participate in all products that Aetna and its affiliates are currently issuing, administering and servicing, and will issue, administer or service in the future.

• First paragraph – The Addendum provides that RCIPA has entered into an IPA Agreement with Aetna that applies to physicians. However, this other agreement does not appear to be provided to physicians. Consider whether the provisions from the Aetna-RCIPA agreement that directly impact the physicians should be included in the Addendum.

• Third paragraph – The Addendum refers to the obligation that physicians provide services for 90 days past termination of the Agreement (from Jan. 1 through March 31^st). However, it does not qualify that this provision should apply only to Enrollees who have begun a course of treatment or have entered the second trimester of pregnancy.