CLASS A MEMBERSHIP AGREEMENT

I, the undersigned healthcare provider, hereby acknowledge that I have had the opportunity to review the Code of Regulations of Physician Hospital Alliance (the “Corporation”) and request consideration for membership in the Corporation in accordance with the Code of Regulations and other procedures and practices of the Corporation.  If approved by the Board of Directors (the “Board”) as a Class A Member, I hereby agree to the following terms and conditions applicable to all Class A Members:

All capitalized terms not defined herein have the meaning ascribed to them in the Corporation’s Code of Regulations.

I will fulfill all of the responsibilities and enjoy all the rights of Class A membership for an initial period of one (1) year, following which my membership shall be subject to renewal for additional three-year periods based on criteria adopted by the Board for the successful functioning of the Corporation.  I grant the Corporation permission to consult with third parties as may be required in the future, both to obtain any information that the Corporation may need for recredentialing and to verify any information supplied by me in connection with the recredentialing process.  If I disagree with the determinations of the Corporation in any credentialing and recredentialing matters, I shall have the right to appeal such determinations.  An appeal to the Corporation shall afford me the right to a hearing and the right to offer testimony and documentation supporting my disagreement with the determination.  I agree to abide by the final decision of the Corporation in this regard.  A final unfavorable decision regarding me during the recredentialing process is a basis for termination of my membership.

Subject to volume limitations of patient intake customarily practiced by my office, I will accept all medically-appropriate referrals from other Class A Members involving payors with whom such referring Class A Members and I have contracts in effect at the same time.

I hereby appoint the Corporation as a non-exclusive agent for the purpose of conveying information to and from payors about payor contracts to facilitate the Corporation’s efficient and cost effective administration of the payor agreement in a form of payor agreement approved by the Board.  In connection with such appointment, I agree that the Corporation may share with payors information that it collects pertaining to me, relating to: (a) quality assurance and improvement; (b) utilization management, including reporting of clinical encounter data; (c) patient satisfaction; (d) credentialing; (e) maintenance of medical records, record audits and inspection; (f) health education; (g) case management; (h) disease management; and (i) peer review.  I agree, in good faith, to cooperate with the Corporation in (i) the performance or provision of its agency services and functions in communicating on my behalf with payors and (ii) all matters related to the operation of the Corporation including, for example, the investigation or defense of any claims against the Corporation.  I agree to make available to the Corporation, in a timely manner, information that it requests to enable it to perform such functions.  I retain the right to negotiate independently the terms of all contracts with employer groups and health insurance or health benefit plans.   

I will abide by all applicable laws and regulations communicated to all members from time to time.  I will also participate in and abide by all administrative and financial procedures, policies, procedures, rules, regulations, and practices adopted by the Corporation that (a) are reasonably necessary for the marketing of the Corporation’s services, (b) may be required by the terms of any contracts entered into by the Corporation or which are otherwise necessary to manage such contracts, including but not limited to billing and referral mechanisms, quality assurance, and utilization review and/or (c) pertaining to the Corporation’s participation criteria and procedures for expulsion of Class A Members from membership.

I understand that the Board of the Corporation will evaluate the information supplied in my Membership Application based on the criteria stated in the Corporation’s Code of Regulations and the Corporation’s other policies and procedures.  In addition, the Corporation may assume the responsibility to provide, on my behalf, such summary credentialing information as third party payors may request in order to authorize and initiate my participation in third party payor contracts.  Accordingly, I hereby authorize the Corporation as my non-exclusive agent to obtain from an appropriate official of the Facilities such summary information from my credentials file at any Facility concerning my practice and qualifications, including my standing as a member of the medical staff of such Facility, as may reasonably be requested for either or both of these purposes, and I hereby release from liability and waive any claim that I otherwise might have against the Corporation for its good faith use of any such information for such purposes.  I agree to notify promptly the Corporation of any material change in any of the information supplied to the Corporation in my Membership Application in accordance with the requirements in the Code of Regulations and this Agreement.

I will notify the Corporation in writing within five (5) business days of the occurrence of any of the following:

(a) the denial, modification, reduction, restriction, suspension or termination (either voluntary or involuntary) of my privileges by any hospital;

(b) the modification, restriction, suspension or revocation of my license to practice my profession;

the modification, restriction, suspension or revocation of my authorization to prescribe or to administer controlled substances by a federal or state agency;

the imposition of any final sanctions against me under the Medicaid or Medicare programs or any other governmental payor program;

any other final, adverse professional disciplinary action of any kind; or

any criminal action involving felony allegations or relating to the practice of my profession against me which is either initiated, in progress, or completed as of the date I become a Member and at all times during the term of my membership in the Corporation.

I will notify the Corporation in writing within ten (10) business days of the occurrence of any of the following: any change in name, address, telephone number, employer identification number (EIN), taxpayer identification number (TIN), unique provider identification number (UPIN), national provider identifier number (NPI), or license number.

By executing this Agreement and agreeing to be bound by the Corporation’s Code of Regulations, the Corporation and I also agree to abide by the terms of the Business Associate Agreement attached as Exhibit A and incorporated by reference as a material provision of this Agreement, pursuant to which the Corporation shall act as my business associate in accordance with the Privacy Regulations of the U.S. Department of Health and Human Services.

This Agreement shall be governed by and interpreted under the internal laws of the State of Ohio applicable to transactions conducted entirely within this state, without regard for any provisions of conflicts of law.   All actions or proceedings arising in connection with this Agreement shall be located exclusively in the U.S. District Court for the Southern District of Ohio sitting in Dayton, Ohio or the state courts sitting in Montgomery County, Ohio and the parties expressly waive any and all right to challenge the venue of an action or proceeding concerning this Agreement or the subject matter hereof that is filed in a court located in Montgomery County, Ohio.

This Class A Membership Agreement amends, restates and supersedes any and all prior membership agreements between me and the Corporation and shall be deemed effective as of the date I first became a Member of the Corporation.

Notwithstanding the foregoing, application or approval for membership as a Class A Member shall not prevent me from participating in or with any other preferred provider organizations, independent practice associations, third party payors, or healthcare service contracts.

PROVIDER:          

                                                                                           ___________________________________________                                    

                                                                                                                            

NAME:      

                                                                                                

___________________________________________                                                      

Patrick J. Kenrick                                                                

 

DATE:                                                                                                                

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