enspire quality partners agreement for...

of 22 ENSPIRE QUALITY PARTNERS 8.24.16

ENSPIRE QUALITY PARTNERS AGREEMENT

FOR PARTICIPATION IN

CLINICAL INTEGRATION PROGRAM

This Network Participation Agreement is by and between Enspire Quality Partners, LLC (“CI

Organization”) and TIN: Name:

(insert Tax ID and name of Individual Physician or Physician Practice), (“Physician”).

WHEREAS, CI Organization is a physician-led organization that, in collaboration with Bowling Green

Warren County Community Hospital Corporation, d/b/a The Medical Center at Bowling Green (“The Medical

Center”), is engaged in the development and implementation and operation of an active and ongoing program to

evaluate and modify practice patterns by physicians who agree to participate in the CI Organization Clinical

Integration Program and care delivery at The Medical Center, and seeks to create a high degree of

interdependence and cooperation among the physicians and hospitals to control costs and ensure quality, and

which shall include without limitation:

(1) establishing mechanisms to monitor and control utilization of health care services that are designed

to control costs and assure quality of care;

(2) selectively choosing network physicians who are likely to further these quality and efficiency

objectives; and

(3) a significant investment of capital, both monetary and human, in the necessary infrastructure and

capability to realize the claimed efficiencies through the Clinical Integration Program; and

WHEREAS, pursuant to such Clinical Integration Program, CI Organization’ purpose is to coordinate,

on a non-exclusive basis, contracts on behalf of its physician members with purchasers of health care services

including, but not limited to: employers, trusts, insurance companies, health maintenance organizations, federal

and state government programs and agencies and preferred provider organizations (all hereinafter

“Purchasers”); and

WHEREAS, Physician desires to participate in both CI Organization’s Clinical Integration Program and

its contracting activities with Purchasers; and

WHEREAS, Physician represents and warrants that it has the authority to bind each of its physicians

and other applicable health care practitioners identified in Exhibit A and does so bind those listed to the terms

of this Agreement.

NOW, THEREFORE, for such additional real and valuable consideration, the sufficiency of which the

Parties hereby acknowledge, the CI Organization and Physician agree as follows:

1. Transparency. CI Organization shall make available for review by Physician all policies, procedures,

standards, criteria, and requirements developed by CI Organization, and as modified from time to time by

the CI Organization Board of Managers (collectively, the “CI Organization Policies”), including, but not

limited to, those regarding:

a. Physician Participation Policies

b. Clinical Integration Quality Program

c. Payer Relations, Incentive Design and Pricing Model Development Policies

d. Performance Evaluation, Improvement, and Remediation Policies

e. Technology Policies

2. The Clinical Integration Program. Physician shall actively and meaningfully participate in all initiatives,

efforts, and requirements of CI Organization related to the design, development, implementation, and

operation of the CI Organization Clinical Integration Program as approved from time to time by the Board

of Managers of CI Organization and reasonably related to the purposes of this Agreement including:

a. When requested by CI Organization, active and reasonable participation in and reasonable

cooperation with any and all efforts of CI Organization to design, develop, and implement the

Clinical Integration Program; and

b. Compliance with all CI Organization Policies, as referenced in Exhibit B and as approved by the

Board of Managers from time to time, for the design, development, implementation, and operation of

the Clinical Integration Program, including:

i. participating in CI Organization initiatives designed to improve the quality and efficiency

of the health care services provided by Physician as they may be updated from time to

time by CI Organization and which are available for review by the Physician at the CI

Organization participating provider website;

ii. physician participation policies as they may be updated from time to time by CI

Organization and which are available for review by the Physician at the CI Organization

participating provider website;

iii. technology policies as they may be updated from time to time by CI Organization and

which are available for review by the Physician at the CI Organization participating

provider website;

iv. sharing with CI Organization only such data and information relating to Physician

practice patterns that is required to evaluate the Physician’s performance regarding the

quality and process metrics established by CI Organization in the Clinical Integration

Program. This data may be contained in the medical records, billing, claims, practice

management, or other systems, electronic or otherwise of any practice for which

Physician performs medical services. Pricing data contained within the billing, claims,

practice management, or other systems of the Physician or any practice for which

Physician performs medical services will not be viewed by CI Organization. All data and

information shall be shared in a manner compliant with applicable law regarding

disclosure and in the format described in technology policies as they may be updated

from time to time by CI Organization and which are available for review by the Physician

at the CI Organization participating provider website;

v. authorizing any data sources, including but not limited to The Medical Center and all

affiliated and outpatient facilities, to share with CI Organization only data regarding

Physician practice patterns if such data is contained in the medical records, patient

accounting, and other information systems of such data source; provided only if such

information is limited to data that is required to evaluate the Physician’s performance

regarding the quality and process metrics established by CI Organization in the Clinical

Integration Program as consistent with the purposes contemplated by this Agreement and

the CI Program;

vi. submitting to various remediation activities by CI Organization with respect to its

physician’s practice patterns, up to and including removal from CI Organization Clinical

Integration Program developed and approved by the CI Organization Board of Managers

and updated from time to time and which are available for review by the Physician at the

CI Organization participating provider website;

vii. payer relations and incentive design policies as they may be updated from time to time by

the CI Organization Board of Managers and which are available for review by the

Physician at the CI Organization participating provider website.

3. Contracting. On behalf of its physicians, and in accordance with all CI Organization Policies and any

applicable regulatory requirements, Physician shall participate in the CI Organization’ contracting activities

with Purchasers for the purpose of entering into contracts with additional network incentives such as pay for

performance, shared savings, bonuses or such other situations where payers recognize the value of the

program and agree to provide an incentive to reward and recognize CI Organization Participating

Physicians’ efforts to improve quality, cost-effectiveness and efficiency through the Clinical Integration

Program:

a. Physician shall designate the CI Organization to act as his or her agent in negotiations with

Purchasers for contracts that obligate Physician to provide medical services to individuals who are

beneficiaries under the health benefits plans of such Purchasers under “Clinically Integrated

Purchaser Contracts” only if such contract includes the CI Organization Clinical Integration Program

as an integral part of the Purchaser Contract.

b. Physician agrees to participate in all such Clinically Integrated Purchaser Contracts, including

compliance with any and all fee schedules, payment criteria, standards, policies, procedures,

programs, rules, and regulations (“Purchaser Contract Terms”) provided all contracts meet a

minimum benchmark standard established by CI Organization. Such contracts must meet the

requirements in the Payer Relations, Incentive Design and Pricing Model Development Policy which

is available for review by the Physician at the CI Organization participating provider website,

including the requirement that contracts provide an economic benefit to all physicians participating

in CI Organization.

c. CI Organization shall provide Physician with all relevant Purchaser Contract Terms that impact

provision of medical care or reimbursement.

d. During the Term, the CI Organization shall have the right to utilize the name, trademarks, logos and

symbols identifying Physician, or any practice for which Physician performs medical services, for

any provider list for the CI Organization Clinical Integration Program. For any other use of such

name, trademarks, logos and symbols identifying Physician, or any practice for which Physician

performs medical services, CI Organization shall obtain the express written consent of Physician,

which shall not be unreasonably withheld,

4. Nonexclusivity. It is acknowledged that Physician provides professional medical and related services

directly or through third party payors apart from Physician’s participation in the CI Organization negotiated

Clinically Integrated Purchaser Contracts. Nothing in this Agreement shall prohibit Physician from

contracting with any third party payor (or other purchaser) whether pursuant to any prior, existing or future

contracts (or an amendment to any of the foregoing). Without limiting the foregoing, this nonexclusivity

provision shall further permit Physician to contract with, own or otherwise affiliate with any clinically

integrated network or other association of providers.

5. Confidentiality. The Parties acknowledge that during the term of this Agreement each Party may receive

confidential information of the other Party, including confidential information of CI Organization and

Physician. Accordingly, the Parties agree that:

a. Neither Physician, nor the CI Organization shall disclose to any unauthorized third party, including,

without limitation, other participating practices or groups, confidential and proprietary information

collected or exchanged pursuant to the CI Organization’ Policies or this Agreement (“Confidential

Information”), unless such disclosure is required by law is authorized in writing by the other Party,

or is disclosed in a manner that does not identify the patient or the physician and is produced for the

purpose of studying or demonstrating CI Organization’ performance. Any disclosure on the part of

Physician to the CI Organization pursuant to this Agreement shall not be deemed to constitute a

transfer, assignment or license of the same and such information shall remain the sole and exclusive

property of Physician. This Confidential Information includes, but is not limited to:

i. fee schedules and payment criteria of any Clinically Integrated Purchaser Contract;

ii. clinical data and information collected from Physician or any practice for which

Physician performs medical services;

iii. clinical data and information collected by CI Organization from any data source,

including but not limited to The Medical Center and all affiliated and outpatient facilities,

as set forth in Section 2(b)(vi)

iv. performance results regarding Physician; and

v. business operations, practices and procedures of Physician, any practice for which

Physician performs medical services or any practice affiliates, including staffing,

strategies and financial plans and budgets, contractual relationships or terms, practice

management procedures, health information technology systems and/or systems or

processes related to the specific operation of Physician or his or her practice (as opposed

to the provision of medical services to patients). Nothing in this section shall be

construed as preventing Physician from disclosing the items set forth in this section v.

b. Notwithstanding the foregoing, Physician may disclose Purchaser Contract Terms to his or her

employees, agents, accountants, or attorneys with a need to know and who have undertaken a similar

duty of nondisclosure. Physician shall comply with federal and state law applicable to the disclosure

of Confidential Information. With regard to patient identifiable information shared by Physician with

CI Organization under this Agreement, CI Organization shall be deemed the “business associate” of

Physician pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”),

and the Parties shall abide by the terms of the Business Associate Addendum attached to this

Agreement as Exhibit C. Upon the termination of this Agreement for any reason, the Parties shall

immediately return and/or destroy any Confidential Information exchanged between the Parties,

including any originals or copies of policies, procedures, clinical data and information and

performance results in the CI Organization, The Medical Center and its affiliated facilities, or

Physician control. The Parties agree that failure to abide by this Section will cause irreparable injury

and, therefore, agree that in the event of a breach of this Section, each Party shall be entitled to

enforce these covenants in equity by way of injunction to restrain the violation, threatened violation

or continued violation thereof, without the requirement to post bond, and that such application for

such an injunction shall be without prejudice to any other right of action that may accrue to such

Party by reason of the breach.

6. Term and Termination. This Agreement shall commence on the effective date as provided on the signature

page hereof and shall continue until terminated by either Party as provided herein.

a. Any Party may terminate this Agreement without cause by providing the other Party with Ninety

(90) days prior written notice.

b. Any Party may terminate this Agreement for breach of any material term by providing thirty (30)

days prior written notice to the other Party, provided that such notice will provide a description of

the cause for termination, during which time the Party on whose behalf the breach is alleged shall

have the opportunity to cure to the reasonable satisfaction of the non-breaching Party, in which event

the Agreement will not terminate.

c. Furthermore, the CI Organization may immediately terminate this Agreement at any time should

either discover that any information contained in the Physician’s Participating Physician Application

is false, or that Physician is in violation of the terms of this Agreement or of CI Organization’s

Policies

7. General Provisions.

a. Independent Contractors. The CI Organization and Physician are separate and independent

entities. Nothing in this Agreement shall be construed or be deemed to create a relationship of

employer and employee or principal and agent except as otherwise provided in this Agreement or

any relationship other than that of independent entities contracting with each other solely for the

purpose of carrying out the terms and conditions of this Agreement. Neither Party shall have any

express or implied right of authority to assume or create any obligation or responsibility on behalf of

or in the name of the other Party or to bind the other Party in any manner except as set forth herein.

b. Waiver of Default. The waiver by any Party to this Agreement of any one or more defaults, if any,

on the part of the other, shall not be construed to operate as a waiver of any other future defaults,

either under the same or different terms, conditions, or covenants contained in this Agreement, in its

Exhibits, or in written notice hereunder.

c. Entire Understanding/No Third Party Beneficiaries. This Agreement and Exhibits which are

attached hereto, and any other specifically referenced materials constitute the entire understanding

between the CI Organization and Physician with respect to the subject matter hereof. This

Agreement is not intended to confer upon any person other than the Parties any rights or remedies

hereunder, except that The Medical Center, CI Organization’s parent entity, is specifically intended

to be a third party beneficiary of this Agreement, and therefore The Medical Center shall have the

same rights and remedies as set forth herein, with the same effect as if a party to this Agreement.

d. Maintenance of Records after Termination. Both Physician and CI Organization shall maintain

records and provide such information to the other Party and to appropriate state and federal

authorities as may be necessary for compliance by CI Organization or any Purchaser organization

with which CI Organization contracts and/or with the provisions of applicable laws. This obligation

is not terminated upon a termination of this Agreement whether by rescission or otherwise.

e. Severability. In the event any term or provision of this Agreement is rendered invalid or

unenforceable, the remainder of the provisions of this Agreement shall remain in full force and

effect.

f. Amendments. Subject to the provisions hereafter, this Agreement may be amended or modified in

writing as mutually agreed upon by the parties. In addition, the CI Organization may modify this

Agreement upon thirty (30) days except as otherwise required by law with written notice including

telefax to Physician. If Physician does not object to such modification during the thirty (30) day

notice period, Participating Physician's silence shall constitute acceptance of such modification. If

Physician objects to such modification or amendment, the CI Organization shall have the right to

terminate this Agreement immediately upon written notice. This Agreement shall automatically be

amended to the extent necessary to comply with the requirements of state and/or federal law.

g. Applicable Law. This Agreement shall be governed in all respects by the laws of the

Commonwealth of Kentucky.

h. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto.

This Agreement shall not be assignable by Physician without the written consent of CI Organization,

which shall not be unreasonably withheld. CI Organization shall be permitted to assign this

Agreement, and its rights and obligations under this Agreement, to another entity that is controlled

by or under common control with CI Organization, without the consent of Physician.

i. Notice. All notices, requests, demands and other communications hereunder shall be in writing and

shall be deemed to have been duly given when hand delivered, when deposited in the United States

mail, if mailed by certified or registered mail, return receipt requested, postage prepaid, or if

delivered by a nationally recognized overnight delivery service to the following addresses:

If to Physician:

If to Enspire Quality Partners:

Stadium Park Plaza

360 East 8th

Ave, Suite 411

Bowling Green, KY 42101

Attn: Senior Vice President

or to such other address, and to the attention of such other person or officer as any Party may

designate in writing. Unless otherwise specified herein, all notices given hereunder shall be deemed

to have been received by the Party to which it was addressed (a) immediately upon personal

delivery, (b) three (3) business days after the date of posting of notice sent by registered or certified

mail, and (c) on the date shown on the signature confirmation of a reputable overnight delivery

service.

j. No Excluded Provider. Physician represents and warrants that it, its owner(s), and/or its personnel

(including its physicians) are not debarred, excluded, suspended or otherwise ineligible to participate

in any federal health care program, nor have any of them been convicted of a felony or any health

care related crime. Physician agrees to notify CI Organization immediately in writing in the event

that it becomes aware that, its owner(s) or any of its personnel (including physicians) is proposed for

debarment, exclusion or suspension or is debarred, excluded, suspended or otherwise ineligible to

participate in a federal health care program or is convicted of a felony or health care related crime.

Physician agrees to indemnify and hold the CI Organization harmless against any and all losses or

damages relating to any claim or demand arising from Physician’s, its owner(s)’ or personnel’s

(including physicians’) debarment, exclusion or suspension from participation in a federal health

care program or their conviction of a felony or health care related crime.

k. Access to Books and Records. The Parties to this Agreement acknowledge their obligation to

comply with Section 1861(v)(1)(I) of the Social Security Act, as amended, and written regulations

promulgated thereunder. Accordingly, the Parties agree to comply with the following statutory

requirements governing the maintenance of documentation to verify the cost of any goods provided

or services rendered pursuant to this Agreement: (i) until the expiration of four (4) years after the

furnishing of any services pursuant to this Agreement, each Party will make available, upon written

request of the Secretary of the Department of Health and Human Services, or upon request of the

Comptroller General of the United States, or any of their duly authorized representatives, copies of

this Agreement and any books, documents, records, or other data of the Parties that are necessary to

certify the nature and extent of costs incurred for such goods or services; and (ii) if a Party carries

out any of its duties under this Agreement through a sub-contract with a related organization

involving a value or cost of $10,000 or more over a twelve (12) month period, such Party will cause

each such subcontract to contain a clause to the effect that, until the expiration of four (4) years after

the furnishing of any service pursuant to said subcontract, the related organization will make

available, upon written request of the Secretary of Health and Human Services, or upon request of

the Comptroller General of the United States, or any of their duly authorized representatives, copies

of said subcontract and any books, documents, records or other data of said related organization that

are necessary to certify the nature and extent of such costs.

l. Services. In the event that Management Services Organization (“MSO”) services are provided by

the CI Organization or The Medical Center with the approval of CI Organization to or for the benefit

of Physician that are not already addressed in other agreements between the parties, Physician shall

be required to pay fair market value for such services to the provider of such MSO services.

m. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to

be an original but all of which taken together shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and

year beneath each signature, effective the latest date.

Enspire Quality Partners, LLC

Print Name:

Title:

PHYSICIAN

Print Name:

Group Name:

Exhibit A

Enspire Quality Partners

Physician or Provider Information

Please fill in information for all data requests that apply to your practice. Physician or Provider information is

needed for each participating Physician or Provider, so please duplicate as necessary.

Physician (or Provider if applicable):

First Name MI Last Name Degree NPI Number

Specialty e-mail address Cell Phone

Does Provider bill as the “Rendering” Provider: ☐ Yes ☐ No

Practice Name:

Practice Mailing Address:

Practice Phone Number:

Office Manager’s Name:

Office Manager’s Phone: Office Manager’s Email:

Billing Manager’s Name:

Billing Manager’s Phone: Billing Manager’s Email:

Exhibit B

Clinical Integration Program Policies

Please find attached following this page the following Policies:

B-1 Physician Participation Policy

B-2 Payor Relations, Incentive Design and Pricing Model Development Policy

B-3 Performance Evaluation, Improvement, & Remediation Policy

Exhibit B-1

Clinical Integration Program Policies and Procedures

Physician Participation Policy

I. PURPOSE: In order to assure the qualifications of physicians participating in the CI

ORGANIZATION Clinical Integration (CI) program, promote the quality and cost-efficiency of medical

care provided to patients, meet the standards established for Clinical Integration by the Federal Trade

Commission and U.S. Department of Justice, and facilitate administration of the CI Program, the

following physician participation criteria will be enforced for its participating physicians and physician

practices.

II. SCOPE: CI ORGANIZATION participating physicians and physician practices

III. DEFINITIONS:

“Clinical Integration” shall have the meaning set forth in the 1996 Joint Statements of Antitrust

Enforcement Policy in Health Care by the Federal Trade Commission and U.S. Department of Justice:

... an active and ongoing program to evaluate and modify practice patterns by the network's physician

participants and create a high degree of interdependence and cooperation among the physicians to

control costs and ensure quality. This program may include: (1) establishing mechanisms to monitor

and control utilization of health care services that are designed to control costs and assure quality of

care; (2) selectively choosing network physicians who are likely to further these efficiency objectives;

and (3) the significant investment of capital, both monetary and human, in the necessary infrastructure

and capability to realize the claimed efficiencies.

IV. PROCEDURE(s):

To become and remain a participating physician in the CI program, a person must be a physician or a

medical entity through which the physician practices medicine (collectively “Physician”), who must

continually meet the following Participation criteria:

A. Status as a participating Physician in CI ORGANIZATION will be limited to Physicians who are

members in good standing of the medical staff of ORGANIZATION HOSPITAL(s), or be approved as a

participating Physician by the Board of Managers due to the need for access to specialty or primary care

services or as a result of the practice patterns of such Physician.

B. Additional participation requirements shall include all of the following:

1. High speed internet access in the physician’s office

2. Actively used email addresses for the physician and appropriate support staff

3. Electronic claims submission capability and cooperation providing claims information to the CI

program

4. A signed and current Network Participation Agreement

5. Participation in clinical integration information system training as prescribed by the CI

ORGANIZATION Board of Managers

6. Use of CPT 2, ICD-9, or such other successor billing methodologies that provide standardized

billing codes to record quality and process measures

7. Exhibit leadership skills and be an advocate for CI principles among physician peers

8. Provide sufficient data, in the opinion of the Board of Managers, to allow an adequate review of

the physician’s compliance with the CI Program.

C. The applying physicians have been approved by the CI ORGANIZATION Board of Managers and:

1. Are capable of participating in the CI program (i.e. can and will provide access to the required

data to track and report on physician performance); and

2. Will allow CI ORGANIZATION to negotiate CI contracts with payers on their behalf according

to payer contracting policies approved by the Board of Managers and available to participating

physicians.

D. In order to continue as a participating Physician within CI ORGANIZATION, a Physician must actively

participate in the CI ORGANIZATION Clinical Integration Program (“CI Program”), which participation

shall include performance relative to the clinical initiatives approved by CI ORGANIZATION, as well as

continuing to meet all of the Participation Criteria of CI ORGANIZATION as described in this Policy.

E. A Physician who otherwise meets the standards set forth above shall no longer qualify for participation

in CI ORGANIZATION if such physician has been or becomes excluded from participation in Medicare,

Medicaid, or any other Federal health care program, such disqualification for membership to be limited

to the duration of exclusion from the aforementioned program; provided that a physician that is excluded

from a private payer program shall not automatically be excluded from participation in CI

ORGANIZATION subject to review and approval from the CI ORGANIZATION Board of Managers.

V. REFERENCES/CITATIONS: A. Federal Trade Commission and the U.S. Department of Justice, Statements of Antitrust

Enforcement Policy in Health Care, Statement 8 available at http://www.ftc.gov/reports/hlth3s.htm#8,

last visited November 3, 2009.

B. Federal Trade Commission and the U.S. Department of Justice, Improving Health Care: a Dose

of Competition, http://www.usdoj.gov/atr/public/health_care/204694/chapter2.htm#4b3, last visited

November 3, 2009.

C. Medicare Payment Advisory Commission (MedPAC), 2005 Report to Congress, Chapter 4,

http://www.medpac.gov/publications/congressional_reports/Mar05_Ch04.pdf.

VI. RESPONSIBILITY: CI ORGANIZATION management, CI ORGANIZATION Board of Managers

VII. APPROVAL BODY : CI ORGANIZATION Board of Managers

Exhibit B-2

Clinical Integration Program

Payer Relations, Incentive Design and Pricing Model Development

I. PURPOSE: To assure value-based pricing and aligned incentives for clinically-integrated contracts

with health care purchasers.

II. SCOPE: CI ORGANIZATION management, staff, and participating physician practices

III. EXCEPTIONS: None

IV. DEFINITIONS: A. “Clinical Integration” shall have the meaning set forth in the 1996 Joint Statements of Antitrust

Enforcement Policy in Health Care by the Federal Trade Commission and U.S. Department of

Justice: “ ... an active and ongoing program to evaluate and modify practice patterns by the

network's physician participants and create a high degree of interdependence and cooperation

among the physicians to control costs and ensure quality. This program may include: (1)

establishing mechanisms to monitor and control utilization of health care services that are

designed to control costs and assure quality of care; (2) selectively choosing network physicians

who are likely to further these efficiency objectives; and (3) the significant investment of capital,

both monetary and human, in the necessary infrastructure and capability to realize the claimed

efficiencies.”

B. “Clinical Integration Program” may mean the active and ongoing program of clinical quality,

efficiency, and cost effectiveness initiatives developed, implemented, and operated by CI

ORGANIZATION on behalf of and in collaboration with CI ORGANIZATION participating

physician practices.

C. “CI ORGANIZATION Payer Relations & Incentive Committee” shall mean the committee

established pursuant to Article VI., section A., below.

V. POLICY STATEMENTS: The CI ORGANIZATION Board of Managers has authorized CI

ORGANIZATION to contract on behalf of participating physician practices only under such

circumstances where contracts with Payers provide value to patients, purchasers, and participating

physicians and that recognize the efforts of these physician practices in undertaking the clinical quality,

cost-effectiveness, and efficiency initiatives of the CI ORGANIZATION Clinical Integration (CI)

Program. It is expressly understood that such clinically-integrated payer contracts will not provide value

to participating practices unless these contracts provide an economic benefit to the physicians as a result

of the physicians’ efforts to improve care.

VI. PROCEDURE(s):

A. CI ORGANIZATION Payer Relations & Incentive Committee.

1. Composition. The CI ORGANIZATION Payer Relations & Incentive Committee shall be

composed of practicing physicians named by the CI ORGANIZATION Board. Committee

Members must belong to a practice that is participating in CI ORGANIZATION. The

number of committee members can change from time to time based on network growth

and the approval of the Board of Managers. The Payer Relations & Incentive Committee

may also include additional, non-physician participants, but these individuals shall serve

only in an advisory capacity and shall not have the right to vote or make motions.

2. Term of Service. Members of the CI ORGANIZATION Payer Relations & Incentive

Committee shall serve for a term of two years, which shall be renewable thereafter upon

the approval of the Board. To maintain continuity and preserve organizational memory,

the initial term of service for members of the CI ORGANIZATION Payer Relations &

Incentive Committee shall be staggered following the first year of service.

3. Role. The CI ORGANIZATION Payer Relations & Incentive Committee shall oversee

the contracting and pricing model development activities of CI ORGANIZATION. CI

ORGANIZATION shall not enter into any agreement with a health plan or other purchaser

without the prior review and recommendation by the Payer Relations & Incentive

Committee and the approval of the CI ORGANIZATION Board.

4. Quorum and Voting. For purposes of this policy, the CI ORGANIZATION Payer

Relations & Incentive Committee shall only have the authority to recommend a health

plan or other purchaser contract to the Board at a Committee meeting where a quorum is

present (either in person or telephonically), which shall mean a simple majority of the

Committee members. All motions regarding whether to recommend a health plan or

purchaser contract shall require a simple majority to pass.

5. Confidentiality. In the course of their work on the Payer Relations and Incentive

Committee, it is likely that both the physicians and the additional, non-physician

participants will obtain highly sensitive and confidential information. To this end, CI

ORGANIZATION will cause each such physician or non-physician participant in the

activities of the Payer Relations and Incentive Committee to execute a non-disclosure and

confidentiality agreement prohibiting these individuals from sharing, disclosing, using, or

otherwise disseminating this information in a manner inconsistent with the proper, legal

purposes of CI ORGANIZATION.

B. Independent Fee Survey. If deemed necessary by the Board of Managers for effective

negotiations with payers for the CI program, CI ORGANIZATION shall, on a periodic basis,

commission a fee survey of its participating practices conducted by an independent third party

acceptable to the CI ORGANIZATION. CI ORGANIZATION management, under the supervision

of the CI ORGANIZATION Payer Relations & Incentive Committee, shall use such fee survey(s)

to determine current market prices for physician services as a baseline for the development of

value-based pricing for physician services under the CI Program.

C. Development of Value-Based Pricing Model(s). Under the supervision of the CI

ORGANIZATION Payer Relations & Incentive Committee, CI ORGANIZATION shall develop

value-based pricing models for the services provided by physicians who actively participate in

the CI ORGANIZATION CI Program. To this end, CI ORGANIZATION may utilize Independent

Fee Survey data as well as other financial and economic models that recognize the value of the

CI ORGANIZATION CI Program and the efforts of the participating physicians therein.

D. Incentive Fund Design. Under the supervision of the CI ORGANIZATION Payer Relations &

Incentive Committee, CI ORGANIZATION shall develop pay-for-performance incentive models

that reward physician performance under the CI Program.

VII. REFERENCES/CITATIONS: A. Federal Trade Commission and the U.S. Department of Justice, Statements of Antitrust Enforcement

Policy in Health Care, Statement 8 available at http://www.ftc.gov/reports/hlth3s.htm#8, last visited

November 3, 2009.

B. Federal Trade Commission and the U.S. Department of Justice, Improving Health Care: a Dose of

Competition, http://www.usdoj.gov/atr/public/health_care/204694/chapter2.htm#4b3, last visited

November 3, 2009.

C. Medicare Payment Advisory Commission (MedPAC), 2005 Report to Congress, Chapter 4,

http://www.medpac.gov/publications/congressional_reports/Mar05_Ch04.pdf.

VIII. RESPONSIBILITY: CI ORGANIZATION management, CI ORGANIZATION Board of Managers,

CI ORGANIZATION Payer Relations & Incentive Committee

IX. APPROVAL BODY : CI ORGANIZATION Board of Managers

Exhibit B-3

Clinical Integration Program

Performance Evaluation, Improvement, & Remediation

PURPOSE: The Enspire Quality Committee, as one of its responsibilities, shall work to monitor and

evaluate the ongoing clinical performance for Enspire participating physicians and to provide support,

counsel, and accountability for participating physicians whose clinical outcomes are not meeting Enspire

standards.

I. SCOPE: Enspire management, staff, and participating physician practices

II. PROCEDURE: The Enspire Quality Committee will proceed as follows with respect to helping

Enspire members meet the standards established for the Enspire Clinical Integration Program:

1. On a quarterly basis, each physician participating in Enspire will have their specific quality metrics

reviewed with the following process:

a. Each quarter, the Phyisician quality reports for all Enspire physicians will be downloaded from

Crimson Continuum of Care for the most recent 12 month period.

b. Each report will be reviewed by the Director of Quality and Performance Improvement, The

Medical Center.

c. Any physician showing negative variation from the cohort comparison on numerous metrics or

significant variation on single metrics will be sent to the Enspire Medical Director for further review.

d. The Director of Quality and Performance Improvement will maintain documentation of the

physicians sent for further review in the Enspire Quality Review document.

e. The Enspire Medical Director will determine whether any of the physicians showing a negative

variation will require a one-on-one intervention to discuss the findings of the quality metrics.

f. The Enspire Medical Director will send a list of physicians with a one-on-one intervention and any

notes detailing next steps, action plans, or requests for data clarification. This information will be

added to the Enspire Quality Review document for documentation purposes.

g. Any physician sent to the Enspire Medical Director for further review and has a one-on-one

intervention will also have their quality metric report to the Enspire Medical Director for the next two

quarters to measure progress.

h. The Enspire Medical Director will apprise the Enspire Board of Managers of any physician with a

negative variation requiring a one-on-one intervention.

2. After two (2) consecutive quarters where the physician fails substantially to meet the quality

benchmarks of the CI Program, Enspire will send a notification to the participating physician

to meet with the Enspire Medical Director and another designated physician representative.

a. The physician representative will be chosen by the Board on the basis of relevant practice area,

peer relationship, and understanding of the goals and standards of the CI Program.

b. Enspire may send such notice to the participating physician for his or her meeting with the

physician representative via facsimile, e-mail, or by U.S. Mail. The physician will be

deemed to have received the notification after two (2) business days following the date of

transmittal by Enspire.

c. Following receipt of notice as described in a. above, the physician, the Enspire Medical

Director, and the Enspire physician representative will use their best efforts to schedule a

meeting to occur within seven (7) business days.

d. During the meeting with the Enspire Medical Director and the Enspire physician representative,

the participating physician and the Enspire Medical Director and the Enspire physician

representative will develop an improvement plan. Included in this plan will be recommended

quality steps, availability of resources, and a timeline for improvement.

e. Generally the timeline for improvement will have a duration of between 60 to 90 days, but

the Board shall have the discretion to shorten or lengthen the time span based on the

nature of the clinical initiative and the time necessary to collect sufficient data to measure

improvement.

f. The Enspire Medical Director will provide the Board a regular report on the status of all such

meetings with a participating physician and the Board will document all meeting activity.

g. After the initial meeting with the participating physician, the Enspire Medical Director and

the participating physician will meet periodically to evaluate progress.

3. At the end of the designated timeline for improvement the Board may recommend the following

based on the physicians performance:

a. If, based on reasonable clinical judgment, the Board determines that the participating

physician has completed necessary improvement steps, the Board will recommend no

further action.

b. If, based on reasonable clinical judgment, the Board determines that the participating physician is

showing significant improvement, the timeline will be extended, typically an additional 30 days, or

other period as deemed appropriate by the Board of Managers.

c. If, based on reasonable clinical judgment, the Board determines that the participating

physician has failed to show significant improvement, the Board shall recommend

immediate probation of the participating physician.

d. If a participating physician is placed on probation, the following steps will take place:

i. The Enspire Medical Director and the participating physician shall develop a

second improvement plan, which the participating physician shall sign.

ii. The Enspire Medical Direcor shall inform the Board of the plan for improvement.

iii. The physician shall remain on probationary status for a duration of 6 months.

iv. At the end of the probation period the Enspire Medical Director and the Board will

confer to determine if the participating should be released from probation or be

recommended for removal from Enspire.

v. The Enspire Board of Managers shall hold a private ballot to determine the course

of action.

III. RESPONSIBILITY: Enspire Board of Managers and Enspire Quality Committee

IV. APPROVAL BODY: Enspire Board of Managers

V. APPROVAL; SIGNATURES & DATES

Exhibit C

Business Associate Agreement

BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (“Agreement”) is entered into as of this ____ day of _________,

20___ (“Effective Date”) between [Physician] (“Covered Entity”) and Enspire Quality Partners (“Business

Associate”) in connection with the Physician Participation Agreement between [Physician] and Enspire

Quality Partners (the “Arrangement”). This Agreement is effective as of the Effective Date.

RECITALS

WHEREAS, the Arrangement requires Business Associate to create, receive, maintain or transmit

Electronic Protected Health Information and/or Protected Health Information (which are collectively referred to

as “Protected Health Information”) for or on behalf of Covered Entity in order to carry out Business Associate’s

obligations to Covered Entity under the Arrangement;

WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the

security of Protected Health Information disclosed, collected or created by Business Associate in connection

with the Arrangement in compliance with the Health Insurance Portability and Accountability Act of 1996,

Public Law 104-191 (“HIPAA”) Subtitle D of Title XIII of Division A of the American Recovery and

Reinvestment Act of 2009, Public Law 111-5 (“HITECH”) and the regulations promulgated under HIPAA and

HITECH, including, without limitation, the Standards for Privacy of Individually Identifiable Health

Information, at Title 45, Parts 160 and 164 (the “Privacy Rule”) and the Standards for the Security of Electronic

Protected Health Information, C.F.R. at Title 45, Parts 160 and 164 (the “Security Rule”), collectively referred

to hereinafter as “HIPAA”; and

WHEREAS, HIPAA requires Covered Entity and Business Associate to enter into an agreement

whereby Business Associate agrees to comply with certain restrictions, conditions, and requirements regarding

the use and disclosure of Protected Health Information.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as

follows:

1. Definitions

Capitalized terms used, but not otherwise defined, in this Agreement shall have the same meanings as

those terms in HIPAA, except that the terms "Protected Health Information" and “Electronic Protected

Health Information” shall have the same meanings as set forth in 45 C.F.R. §160.103, limited to the

information created, received, maintained or transmitted by Business Associate from or on behalf of

Covered Entity in connection with the Arrangement.

2. Obligations of Business Associate

a. Permitted Uses and Disclosures. Business Associate shall not use or disclose Protected

Health Information other than as permitted or required by the Arrangement, this

Agreement or as Required By Law. Business Associate shall not use or disclose

Protected Health Information in any manner that would constitute a violation of the

HIPAA, or other applicable federal or State law if so used by a Covered Entity, unless

such use or disclosure is expressly provided for in this Agreement.

i. Use and Disclosure for Business Associate Operations and Legal Responsibilities.

Business Associate may use or disclose Protected Health Information to the extent

otherwise permitted by this Agreement: (i) for the proper management and

administration of Business Associate; (ii) to carry out the legal responsibilities of

Business Associate, provided that the disclosures are Required By Law, or

Business Associate obtains reasonable assurances from the person to whom the

information is disclosed that it will remain confidential and used or further

disclosed only as Required By Law or for the purpose for which it was disclosed

to the person, and the person agrees to notify the Business Associate of any

instances of which it is aware in which the confidentiality of the information has

been breached.

ii. Data Aggregation. Business Associate may aggregate the Protected Health

Information of Covered Entity with the Protected Health Information of another

covered entity that is controlled by, or under common control with, Covered

Entity for the purpose of data analysis relating to Health Care Operations.

b. Privacy Rule Representations and Warranties. To the extent that Business Associate is

requested by Covered Entity to carry out one or more of a Covered Entity’s obligations

under the Privacy Rule, Business Associate will comply with the requirements of the

Privacy Rule that apply to the Covered Entity.

c. Appropriate Safeguards. Business Associate agrees to use appropriate physical,

administrative and technical safeguards that (i) reasonably and appropriately protect the

confidentiality, integrity, and availability of Electronic Protected Health Information; and

(ii) prevent the use, disclosure of, or access to the Protected Health Information other

than as provided for by this Agreement.

d. Security Rule Representations and Warranties. Business Associate represents and

warrants to Covered Entity that Business Associate will comply with the Security Rule

with respect to Electronic Protected Health Information that it creates, receives, maintains

or transmits.

e. Reporting Security Incidents or Improper Uses or Disclosures. Business Associate shall

report to Covered Entity: (i) any Security Incident; and (ii) any use or disclosure of the

Protected Health Information not provided for by this Agreement or permitted by

HIPAA, of which it becomes aware.

f. Reporting of Breaches. Business Associate shall notify Covered Entity in accordance

with 45 C.F.R. § 164.410 of any Breach of such Unsecured Protected Health Information.

g. Mitigation. Business Associate agrees take commercially reasonable steps to mitigate

harmful effects from any Breach of Unsecured Protected Health Information or other

Security Incident or inconsistent use or disclosure of the Protected Health Information

which Business Associate is required to report to Covered Entity pursuant to this

Agreement.

h. Agents and Business Associates. Business Associate agrees to ensure that any agent,

including a subcontractor, to whom it provides Protected Health Information received

from, or created or received by Business Associate on behalf of Covered Entity agrees in

writing: (i) to the same restrictions and conditions that apply through this Agreement to

Business Associate with respect to such information; and (ii) to the implementation of

reasonable and appropriate privacy and security safeguards to protect Protected Health

Information.

i. Access. To the extent Business Associate holds information in a Designated Record Set,

Business Associate agrees to provide access to, at the request of Covered Entity,

Protected Health Information in a Designated Record Set, to Covered Entity or, as

directed by Covered Entity, to a Covered Entity or an Individual in order to meet the

access requirements under HIPAA. Upon request from Covered Entity, Business

Associate will provide access in the time and manner specified by Covered Entity. In the

event Business Associate receives a request for access directly from an Individual,

Business Associate will deliver the request to Covered Entity.

j. Amendment. To the extent Business Associate holds information in a Designated Record

Set, Business Associate agrees to make any amendment(s) to Protected Health

Information in a Designated Record Set as directed by Covered Entity. Upon request

from Covered Entity, Business Associate will amend Protected Health Information in the

time and manner specified by Covered Entity. In the event Business Associate receives a

request for an amendment directly from an Individual, Business Associate will deliver the

request to Covered Entity.

k. Accounting. Business Associate agrees to document disclosures of Protected Health

Information and information related to such disclosures as would be required for Covered

Entity to respond to a request by a Covered Entity or an Individual for an accounting of

disclosures of Protected Health Information in accordance with the requirements under

HIPAA. Upon request by Covered Entity, Business Associate shall provide such

accounting to Covered Entity in the time and manner specified by the Covered Entity. In

the event Business Associate receives a request for an accounting directly from an

Individual, Business Associate will deliver the request to Covered Entity.

l. Government Access. Business Associate agrees to make internal practices, books, and

records, including policies and procedures and Protected Health Information, relating to

the use and disclosure of Protected Health Information available to the Secretary for

purposes of the Secretary determining compliance with HIPAA.

m. Minimum Necessary. Business Associate shall only request, use or disclose the

Minimum Necessary Protected Health Information to accomplish its obligations under

the Arrangement. Upon the effective date of guidance regarding the Minimum Necessary

standard issued by the Secretary, Business Associate shall comply with such guidance in

requesting, using or disclosing Protected Health Information.

3. Obligations of Covered Entity

a. Inform Business Associate of Privacy Practices and Restrictions. Covered Entity shall notify

Business Associate of any limitation(s) in a relevant Covered Entity’s notice of privacy practices

to the extent that such limitation may affect Business Associate's use or disclosure of Protected

Health Information. Covered Entity shall notify Business Associate of any changes in, or

revocation of, permission by individual to use or disclose Protected Health Information to the

extent that such changes may affect Business Associate's use or disclosure of Protected Health

Information. Covered Entity shall notify Business Associate of any restriction to the use or

disclosure of Protected Health Information that the Covered Entity has agreed to in accordance

with 45 C.F.R. §164.522, to the extent that such restrictions may affect Business Associate's use

or disclosure of Protected Health Information.

b. Minimum Necessary. Covered Entity shall only request, use or disclose the Minimum Necessary

Protected Health Information to accomplish its obligations under the Arrangement. Upon the

effective date of guidance regarding the Minimum Necessary standard issued by the Secretary,

Covered Entity shall comply with such guidance in requesting, using or disclosing Protected

Health Information.

c. Permissible Requests. Covered Entity shall not request Business Associate to use or disclose

Protected Health Information in any manner that would not be permissible under the Privacy

Rule if done by a Covered Entity.

4. Term and Termination

a. Term. The term of this Agreement shall be effective as of the Effective Date, and shall terminate

upon the earlier to occur of: (i) the termination of the Arrangement for any reason or (ii) the

termination of this Agreement pursuant to the provisions herein.

b. Termination for Cause. Either party may terminate this Agreement due to a material breach of

this Agreement by the other party upon giving the other party thirty (30) days prior written

notice; provided the breaching party does not cure the breach prior to the effective date of

termination.

c. Effect of Termination. Upon the termination of this Agreement, for any reason, Business

Associate shall destroy all Protected Health Information received from Covered Entity, or

created or received by Business Associate on behalf of Covered Entity. If Business Associate

determines that return or destruction of such Protected Health Information is not feasible,

Business Associate shall: (i) provide the Covered Entity with written notification of the

conditions that make the return or destruction of such Protected Health Information infeasible;

and (ii) continue to extend the protections of this Agreement to such Protected Health

Information, and limit further use of such Protected Health Information to those purposes that

make the return or destruction of such Protected Health Information infeasible, for so long as

Business Associate maintains such Protected Health Information. If Business Associate elects to

destroy the Protected Health Information, Business Associate shall certify in writing to the

Covered Entity that such Protected Health Information has been destroyed. Business Associate

shall retain no copies of the Protected Health Information. The provisions of this Section 4.c.

shall survive the termination of the Arrangement and this Agreement, and shall apply to

Protected Health Information that is in the possession of subcontractors or agents of Business

Associate.

3. General

a. Amendment. The parties acknowledge that state and federal laws relating to data and Protected

Health Information security and privacy are rapidly evolving and that amendment of this

Agreement may be required to ensure compliance with such developments. Except as otherwise

limited in this Agreement, the parties agree to take such action as is necessary to amend this

Agreement from time to time as is necessary for the parties to comply with the requirements of

HIPAA.

b. Interpretation. This Agreement and the Arrangement shall be interpreted as broadly as necessary

to implement and comply with HIPAA. The parties agree that any ambiguity in this Agreement

shall be resolved in favor of a meaning that complies and is consistent with HIPAA.

c. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to

confer, nor shall anything herein confer, upon any person other than the parties and their

respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.

d. Governing Law. This Agreement shall be construed in accordance with the laws of the state

which govern the Arrangement.

e. Survival. The terms of this Agreement, which by their nature are to survive this Agreement,

shall survive the termination or expiration of the Arrangement or this Agreement for any reason,

including, but not limited to, Sections 2.e., 2.f., 4.c., and 5.f.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Physician]

Title:

enspire quality partners agreement for...

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