ALTERNATE RELATIONSHIP PLAN AGREEMENT DATED FOR REFERENCE THE___ DAY OF__________, 200__
BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ALBERTA as represented by the Minister of Health and Wellness (hereinafter referred to as “Alberta Health and Wellness”) - and THE ALBERTA MEDICAL ASSOCIATION (C.M.A. Alberta Division) (hereinafter referred to as the “AMA”) - and REGIONAL HEALTH AUTHORITY (hereinafter referred to as “the Authority”) - and THOSE PERSONS AND ENTITIES LISTED IN SCHEDULE “A” (hereinafter referred to as the “Participating Physicians”)
WHEREAS: A. The establishment of Alternate Relationship Plans is provided for in the Master Agreement between Alberta Health and Wellness, the AMA and the RHAs and it is the intention of the parties that Alternate Relationship Plans be recognised in successor agreements; and The Secretariat, established pursuant to 3.1(b) of the Master Agreement, has directed that the regional health authority or authorities directly involved in or impacted by an Alternate Relationship Plan shall be a party to an agreement relating to the terms and conditions under which monies from the insured services element of the Physician Services Budget are to be paid; The parties wish to enter into this Agreement to establish an Alternate Relationship Plan to compensate physicians providing Insured Services as part of the Program;
B.
C.
THEREFORE, in consideration of the mutual promises set out in this Agreement the parties
June 16, 2005
1
agree as follows: ARTICLE 1. AUTHORIZED REPRESENTATIVE 1.1 Authorized Representative
To ease the implementation of this Agreement, and the Services Agreement (if any), it is desirable to have a limited number of individuals represent all of the Participating Physicians. Accordingly, the Participating Physicians warrant that: (a) (b) they have appointed the individuals named in Part 2 of Schedule A as their Authorized Representative for the purposes of this Agreement; the Authorized Representative has the authority on behalf of the Participating Physicians: (i) (ii) (iii) (iv) to execute this Agreement and any amendments to this Agreement; to execute the Services Agreement, if any, and any amendments to the Services Agreement; to receive funds paid or payable to the Participating Physicians under this Agreement; generally to act on the Participating Physicians' behalf under this Agreement as contemplated by this Agreement and as otherwise directed by the Participating Physicians, including giving and receiving notices and participating in arbitration and dispute resolution; and generally to act on the Participating Physicians’ behalf under the Services Agreement, as contemplated by the Services Agreement, and as otherwise directed by the Participating Physicians, including giving and receiving notices and participating in arbitration and dispute resolution;
(v)
(c)
if there is a change in the identity of the Authorized Representative, Alberta Health and Wellness, the AMA and the Authority shall be immediately notified of the change, such change shall not be effective until such notice has been received, and upon notice being received Part 2 of Schedule A shall be considered to be amended accordingly; and In the event there ceases to be an Authorized Representative for any reason the Participating Physicians shall, within ten (10) days, appoint one or more Authorized Representatives and shall notify the Authority, the AMA and Alberta Health and Wellness. In the event there is any dispute between the Participating Physicians as to who shall be the Authorized Representatives, or in the event they fail to appoint one within ten (10) days the AMA shall, within a further five (5) days, appoint one Authorized Representative to represent all Participating Physicians.
(d)
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ARTICLE 2. PARTICIPATING PHYSICIANS 2.1 Letter of Participation
The Alternate Relationship Plan created by this Agreement applies only to physicians who are Participating Physicians. A physician may become a Participating Physician as follows: (a) the physician shall complete and sign, and, where applicable, cause his or her professional corporation, if any, to sign quadruplicate Letters of Participation substantially in the form attached as Schedule C; and the physician’s Authorized Representative shall sign the Letter of Participation completed by the physician and deliver one original executed copy to Alberta Health and Wellness, the AMA and the Authority.
(b)
2.2
Request for Termination by a Participating Physician
A Participating Physician may withdraw from this Agreement by completing and signing a Letter of Termination substantially in the form attached as Schedule D and delivering, at least ninety (90) days prior to the effective withdrawal date, an originally executed copy of it to Alberta Health and Wellness, with copies to the AMA, the Authority and the Authorized Representative.
2.3
Termination of a Participating Physician for Breach of Agreement or Services Agreement (a) The following provisions shall govern termination of a Participating Physician for breach of this Agreement: (i) if a Participating Physician breaches or fails to observe any of his or her covenants, obligations, or promises under this Agreement and if such failure continues for more than the period for rectification specified in a notice from Alberta Health and Wellness, the AMA and the Authority acting reasonably, then that particular Participating Physician’s Letter of Participation and their participation as a Participating Physician under this Agreement may be terminated by Alberta Health and Wellness the AMA and the Authority by joint written notice to the Participating Physician with a copy to the Authorized Representative. Such termination is to be effective on the date specified by Alberta Health and Wellness, the AMA and the Authority; (ii) if within the time for rectification of a breach or failure specified by Alberta Health and Wellness, the AMA and the Authority in the notice alleging breach, either the Authorized Representative or the Participating Physician provide notice to Alberta Health and Wellness, with a copy to the AMA and the Authority, disputing that the Participating Physician has breached any of
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the covenants, obligations or promises under this Agreement, then the dispute shall be dealt with in accordance with Schedule J, and the termination shall not be effective until and unless it has been resolved or the arbitrator has determined that the breach or failure has occurred and not been rectified as required; and (iii) in the event of termination of a Participating Physician under this Article 2.3, that Participating Physician shall automatically also be terminated as a Participating Physician under the Services Agreement.
(b)
if a Participating Physician breaches the Services Agreement and is terminated as a Participating Physician under the Services Agreement as a result, the Participating Physician shall be automatically also terminated as a Participating Physician under this Agreement; and where a Services Agreement is terminated for any reason the Participating Physicians involved in the terminated Services Agreement shall be automatically terminated as Participating Physicians under this Agreement.
(c)
2.4
Effect of Termination or Withdrawal
A Participating Physician who has withdrawn under section 2.2 or whose Letter of Participation has been terminated pursuant to Section 2.3 cannot return to fee-for-service billing for Insured Services through the Program while this Agreement remains in effect without the express written consent of Alberta Health and Wellness, the AMA and the Authority, and on such terms and conditions as determined by Alberta Health and Wellness, the AMA and the Authority, acting reasonably. 2.5 Updates Schedule A shall be deemed to be updated immediately upon receipt by Alberta Health & Wellness of each Letter of Participation, each Letter of Termination and upon each termination of a Participating Physician under section 2.3. ARTICLE 3. SERVICES 3.1 Purpose of Agreement
The purpose of this Agreement is to establish an alternative to fee for service billing for physician services provided under the Program. 3.2 Program
Details of the Program, including the Program Services and the Type of Patients proposed to receive the Program Services, are set out in Schedule H.
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3.3
Service Commitment
The Participating Physicians agree to provide all of the Program Services, and each warrant that they are qualified to do so. 3.4 ARP Goals
The parties acknowledge that the Application contains a proposal which includes goals which the Participating Physicians hope to achieve. The Participating Physicians warrant that they reasonably believe that these goals are achievable and undertake to make their best efforts to realize these goals and objectives. 3.5 Agreement Precedence over Application
In the event of any inconsistency or ambiguity between this Agreement and the Application this Agreement shall govern. 3.6 Agreement Precedence over Services Agreement
The Participating Physicians and the Authority may enter into a Services Agreement which provides greater detail on how the Program is to be delivered and how the Program Services are to be provided. No Services Agreement shall be interpreted to amend or modify any of the provisions of this Agreement and the Participating Physicians and the Authority confirm and understand that in the event of any inconsistency or ambiguity between this Agreement and a Services Agreement this Agreement shall govern. 3.7 Services Agreement
Subject only to Articles 3.6 and 3.9, the Participating Physicians shall provide the Program Services in accordance with this Agreement and the Services Agreement, if any. 3.8 Master Agreement Precedence
This Agreement is subject to the provisions of the Master Agreement respecting ARP’s and in the event of any inconsistency or ambiguity between this Agreement and the Master Agreement the Master Agreement shall govern. 3.9 Professional and Clinical Autonomy
Nothing in this Agreement shall be interpreted as affecting: (a) the professional and clinical autonomy of a Participating Physician or the ability of the Participating Physician to exercise proper clinical judgement; or the Authority’s rights over its programs and facilities.
(b)
3.10
Standards for Program Services
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In providing the Program Services, the Participating Physicians shall: (a) (b) comply with all Applicable Laws and Professional Requirements, and comply with the Authority’s operational rules, policies, guidelines and directives of general application to physicians practicing within Authority facilities or providing services within the Program.
The Participating Physicians shall obtain and maintain in force all licences, permits, certificates or approvals required in order to properly perform the Program Services.
ARTICLE 4. FUNDING AND COMPENSATION 4.1 Funding and Compensation
The Program Services shall be funded and the Participating Physicians shall be compensated for the Program Services, in accordance with the applicable provisions in Schedule G. 4.2 RHA Funding
The Authority shall provide as additional consideration the RHA Funding. Any payments due to the Participating Physicians may be paid to the Authorized Representative. The Authority confirms that Schedule G identifies all support being provided to the Program by the Authority. 4.3 Physician Funding
The Participating Physicians shall provide as additional consideration the Physician Funding. 4.4 Billing Rules and Payment
The Participating Physicians shall comply with the Billing Rules listed in Schedule F.
ARTICLE5. TERM AND TERMINATION OF THE AGREEMENT 5.1 Term of Agreement The term of this Agreement shall, subject to earlier termination, be for a ______ year period, commencing on _______ (the “Effective Date”). 5.2 Termination of the Agreement This Agreement may be immediately terminated by any party at any time in the event that: (a) the Authority notifies Alberta Health and Wellness and the AMA of the Authority’s intent to discontinue, or to withdraw support, to the Program;
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(b)
monitoring of the Participating Physicians and the Program determines that any of, actual billings for Compensation submitted to the Plan for payment, the hours expended by the Participating Physicians or the number of patients in the Program, exceed the established funding parameters described in Schedule G, in circumstances where the maximum Compensation, number of total hours, or number of patients, as the case may be, has not been increased pursuant to this Agreement; there are twenty five percent (25%) or more of the Participating Physicians who have breached or failed to observe any of their covenants, obligations or promises under this Agreement, and who, upon receiving written notice of such breach or failure from Alberta Health and Wellness, (copied to the Authorized Representative, the AMA and the Authority, ) have failed to rectify the breaches or failures to the satisfaction of Alberta Health and Wellness, the AMA and the Authority within the time for rectification specified by Alberta Health and Wellness in the notice of breach or failure, which time shall be reasonable having regard to the transgression. If within the time specified for rectification, the Authorized Representative provides notice to Alberta Health and Wellness, with copies to the AMA and the Authority, disputing that one or any of the Participating Physicians has breached any obligations under this Agreement, then the dispute shall be dealt with in accordance with Schedule J and the termination shall not be effective until and unless it has been resolved or the arbitrator has determined that the breaches or failures have occurred; the Master Agreement is terminated; or all related Services Agreements, if any, are terminated.
(c)
(d) (e)
5.3 Termination of the Agreement Without Cause This Agreement may be terminated by any party by providing the other parties with at least ninety (90) days prior notice of termination, which notice must specify the effective termination date. 5.4 Return to Fee-for-Service Billings If this Agreement is terminated for any reason, the Participating Physicians may return to feefor-service billing for all Insured Services provided at the Centre as of the effective date of termination.
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ARTICLE 6. SCHEDULES The preamble and the following schedules are incorporated into and form part of this Agreement: Schedule Description “A” List of Participating Physicians and Authorized Representatives “B” Definitions “C” Form of Physician Letter of Participation “D” Form of Physician Letter of Termination “E” Terms and Conditions “F” Billing Rules ”G” Funding and Compensation ”H” Program Description “I” Information Sharing, Accountability and Evaluation “J” Dispute Resolution
IN WITNESS WHEREOF:
This Agreement has been signed by the Alberta Medical Association (C.M.A. Alberta Division), the Authority and by the Minister of Health and Wellness on behalf Her Majesty the Queen in Right of Alberta, and by the Authorized Representative on behalf of the Participating Physicians, all such executions to be effective as of the date first above written. HER MAJESTY THE QUEEN IN RIGHT OF ALBERTA As represented by The Minister of Health and Wellness THE ALBERTA MEDICAL ASSOCIATION (C.M.A. Alberta Division)
By: Deputy Minister
Per: Executive Director
Authorized Representative of the Participating Physicians
[Regional Health Authority Name]
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SCHEDULE “A” SCHEDULE DATE: ______________
LIST OF PARTICIPATING PHYSICIANS AND AUTHORIZED REPRESENTATIVES PART 1: LIST OF PARTICIPATING PHYSICIANS AND THEIR PROFESSIONAL CORPORATIONS, IF ANY
PART 2: LIST OF AUTHORIZED REPRESENTATIVES including Address and Facsimile Number for notice: (These must also be Participating Physicians)
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SCHEDULE “B” SCHEDULE DATE: ______________
DEFINITIONS 1.1 In this Agreement unless there is something in the subject matter or context inconsistent therewith: (a) "Agreement" means the Alternate Relationship Plan Agreement to which this schedule is annexed, and all schedules annexed thereto. “AH&W Funding” means the funding dedicated by Alberta Health & Wellness from the Physician Services Budget for the provision of Insured Services by Participating Physicians in accordance with this Agreement; “Alternate Relationship Plan” or “ARP” means this agreement to deliver services related to the Program, including Insured Services, pursuant to which Participating Physicians are compensated in a manner other than through fee for service. “Applicable Laws” means all laws, regulations and bylaws of any federal, provincial or municipal authority applicable to the delivery of the Program or the provision of the Program Services or the conduct of physicians, each as amended from time to time. “Application” means the application for approval of this ARP submitted to the PSC. “Authority” means the Regional Health Authority or Authorities named in this Agreement which are providing the Program and have signed this Agreement. “Authorized Representative” means the individual or individuals identified in Part 2 of Schedule A, as amended from time to time; “Capitation Payment” means the annual amount payable, where applicable pursuant to Schedule G and in lieu of fee for service billings, by Alberta Health and Wellness to a Participating Physician for Program Services provided by the Participating Physician which is based on the provision of Program Services to the Type of Patients on a capitation basis. ”Centre” means the building, buildings, locations, or geographic area, as the case may be at or from which the Program is being delivered. "College" means the College of Physicians and Surgeons of the Province of Alberta. “Compensation” means the payment, pursuant to Schedule G and in lieu of fee for service billings, by Alberta Health and Wellness to a Participating Physician (or the Authorized Representative) for Program Services provided by a Participating
(b)
(c)
(d)
(e) (f)
(g)
(h)
(i)
(j)
(k)
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Physician, howsoever calculated, which may include one or more of Sessional Payments, Contract Payments, or Capitation Payments. (l) “Compensation Rate” means the rate of payment used to determine Compensation, which rate may be based on a period of time, an annual payment, the number of services, the number of patients, or some combination of these and may vary based on a Participating Physician’s speciality, if any.
(m) “Contract Payment” or “Annual Amount” means the annual payment, where applicable pursuant to section B, 9 of Schedule G and in lieu of fee for service billings, payable by Alberta Health and Wellness to a Participating Physician for Program Services provided by a Participating Physician during a year. (n) “Effective Date” means 12:01 a.m. on the date specified in section 5.1 of the Agreement. “FTE” or “Full time Equivalent” means the time or services considered to constitute full time work by one or more Participating Physicians as specified in Schedule H. “Insured Person” means a person entitled to receive Insured Services under the provisions of the Alberta Health Care Insurance Act. “Insured Services” has the same meaning as in the Alberta Health Care Insurance Act. “Letter of Participation” means a letter in the form attached as Schedule C. “Letter of Termination” means a letter in the form attached as Schedule D. “Locum Physician” means a physician engaged by the Participating Physicians to provide general relief for one or more of the Participating Physicians who may be on leave, on holiday or absent due to illness. “Master Agreement” means the Master Agreement Regarding the Tri-lateral Relationship and Budget Management Processes for Strategic Physician Agreements made effective the 1st day of April, 2003, as amended from time to time. "Non-Insured Patient" means a patient who is neither an Insured Person nor an Out of Province Patient. "Out of Province Patient" means a non-resident of the Province of Alberta who receives Program Services which that non-resident would have been entitled to receive under the publicly funded health care insurance plan in the Province or Territory of Canada in which they are a resident. “Participating Physician” means a physician who or whose professional corporation has signed a Letter of Participation (which has also been signed and delivered by the Authorized Representative pursuant to Article 2.1), who is, or is entitled to be, listed in Schedule A to this Agreement, and who has not signed and delivered a
(o)
(p) (q)
(r) (s) (t)
(u)
(v)
(w)
(x)
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Letter of Termination or otherwise been terminated under this Agreement. (y) “Physician Funding” means any funding and other support to be provided by the Participating Physicians for the provision of Program Services, as more particularly detailed in Part C of Schedule G. “Physician Services Agreement” means the agreement identified as such in Schedule E of the Master Agreement.
(z)
(aa) “Physician Services Budget” means the aggregate annual amount determined under the Master Agreement which is designated to fund physicians related to Insured Services and their benefits plans. (bb) “Physician Services Committee” or “PSC” means the committee formed pursuant to paragraph 4.1(a) of the Master Agreement with responsibility for the management and administration of the Physician Services Agreement and the Physician Services Budget. (cc) “Plan” means the plan for the provision of Insured Services established under the Alberta Health Care Insurance Act. (dd) “Professional Requirements” means the requirements of the College of Physicians and Surgeons of Alberta and all applicable medical staff bylaws and associated rules and regulations, each as amended from time to time. (ee) “Program" means the program described in Schedule H and the Application. (ff) “Program Services” means those Insured Services, including other services related to the provision of Insured Services to be provided by Participating Physicians to the Type of Patients as part of or through the Program.
(gg) “RHA Funding” means any funding and other support to be provided by the Authority for the provision of Program Services, as more particularly detailed in Part C of Schedule G. (hh) “Services Agreement” means group or individual services agreement or agreements referred to in Article 3 of this Agreement, if any, between the Authority and the Participating Physicians or any of them. (ii) “Sessional Hours” means i) a continuous period of scheduled time during which a Participating Physician provides Program Services to Insured Persons or Out of Province Patients, and ii) includes those periods of time when a Participating Physician who is on call is required to return to the Centre to provide Program Services to patients of the Program. “Sessional Payment” means an annual payment, where applicable pursuant to Schedule G and in lieu of fee for service billings, by Alberta Health and Wellness to a Participating Physician for Program Services provided during a year which is based on Sessional Hours and a Sessional Rate.
(jj)
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(kk) “Sessional Rate” means the applicable hourly rate of payment to a Participating Physician for Program Services provided during Sessional Hours, if any, referred to in Schedule G. (ll) “Type of Patient” means the Insured Persons and Out of Province Patients intended to be served by the Program as more particularly described in the Application and Schedule H.
1.2 Use of Defined Terms All terms defined herein shall have such defined meanings when used in any schedule, instrument, certificate, report, agreement or other document made or delivered pursuant to this Agreement, unless the context shall otherwise require. 1.3 Interpretation Except where expressly otherwise provided or where the fact or context does not permit: (a) wherever the singular, plural, masculine, feminine or neuter is used the same shall be construed as meaning the singular, plural, masculine, feminine, neuter, body politic or body corporate as the case might be; a reference to an individual by his name of office means the person appointed from time to time as the person holding that office or the successor of that office from time to time; a reference to a statute or regulation or other agreement or a provision thereof means the statute or regulation or agreement or provision as amended or superseded from time to time, except where otherwise expressly stated; a reference to a person includes a body corporate and Alberta Health and Wellness; a reference to dollars or amounts of money means lawful money of Canada; "herein" or "hereof" or "hereunder" and similar expressions when used in an Article or section shall be construed as referring to the whole of this Agreement and not to that section only, unless otherwise provided; provisions expressed disjunctively shall be construed as including any combination of two or more of them as well as each of them separately; a reference to a liability includes all existing and future liabilities, whether in debt or otherwise, and contingent liabilities, and the Application only forms part of this Agreement to the extent and for the purposes it is specifically referenced. In the event of any inconsistency between this Agreement (excluding the Application) and the Application, this Agreement (excluding the Application) shall govern.
(b)
(c)
(d) (e) (f)
(g) (h)
(i)
1.4
Abbreviations
Any medical specialist abbreviations used have the same meaning as on the list of specialist abbreviations used by the AMA, and shall be deemed to be amended as necessary to be
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consistent with the AMA’s latest list.
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SCHEDULE “C” SCHEDULE DATE: ______________
PHYSICIAN LETTER OF PARTICIPATION To: Her Majesty the Queen in Right of Alberta, as represented by the Minister of Health and Wellness (“Alberta Health and Wellness”) The Alberta Medical Association (C.M.A. Alberta Division) (“AMA”) The Authority (the “Authority”)
And To: And To:
For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned covenants and agrees as follows: 1. Terms with initial capitals used herein and defined in the Agreement, which established the ARP Program referenced above, shall have the meanings set out therein. By signing this Letter of Participation, I, and __________________________________ (“my PC”) which I control, expressly agree to be bound by the Agreement, and any Services Agreement entered into by my Authorized Representative and the other parties thereto with respect to the Program, all of which I have read and fully understand. I have reviewed the Application which gave rise to the Agreement and undertake to use my best efforts to ensure the goals and objectives of the Program are met. I acknowledge that the Agreement governs the Program, my obligations, and my right to Compensation notwithstanding any different or conflicting terms of any Services Agreement entered into by myself and the Authority. I consent to the release of such information among Alberta Health and Wellness, the AMA and the Authority, as is required in order to allow proper monitoring, information sharing, accountability and evaluation of my participation in the Program as provided for in the Agreement. I shall, and I shall cause my PC to observe, perform and fulfil all of the terms, conditions, provisos, covenants, and obligations set out in the Agreement and the Services Agreement to be performed by a Participating Physician as if I were an original signatory thereto. I acknowledge and agree that the Participating Physician or Participating Physicians who comprise the Authorized Representative; (a) have or had the proper authority to enter into the Agreement and the Services Agreement on my behalf, and (b) may, from time to time take certain actions under the Agreement or Services Agreement, on my behalf, including signing amendments to the Agreement or
2.
3.
4.
5.
6.
7.
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Services Agreement and giving or receiving notices under the Agreement or Services Agreement and I and my PC, are bound by any actions taken by the Authorized Representative as described under the Agreement or Services Agreement. 8. Should I, or my PC, bill fee-for-service under the Plan to any Insured Persons or Out of Province Patient for Program Services while I am a Participating Physician within the meaning of the Agreement, except as permitted by the Agreement, Alberta Health and Wellness is hereby expressly authorized and empowered to withhold such amounts from any payment owing to me, or my PC, whether under the provisions of the Agreement or the provisions of the Alberta Health Care Insurance Act. As and when requested, I shall, or I shall cause my PC to, provide Alberta Health and Wellness and the provincial auditor any books of account and financial records respecting the delivery of Program Services under the Agreement and the Letter of Participation. Upon payment of Compensation to me, my PC, or the Authorized Representative pursuant to the Agreement or Services Agreement, Alberta Health and Wellness or the Authority, as the case may be, is discharged from its obligation to me and my PC. I am registered with the College of Physicians and Surgeons of Alberta as a _______________________________ or as a Specialist in ________________________________________. I intend this Participation Letter to be effective on the later of ______________ or the Effective Date of the ARP.
9.
10.
11.
12.
Participating Physician
Professional Corporation
By: SIGNATURE
Per: SIGNATURE
PRINT NAME
PRINT NAME
Specialty Designation ____ as per Schedule “H”
Date:
Date:
Mailing Address for Physician:
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Facsimile Number:
Authorized Representative Per: SIGNATURE
PRINT NAME Date:
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SCHEDULE “D” SCHEDULE DATE: ______________
PHYSICIAN LETTER OF TERMINATION
To:
Her Majesty the Queen in Right of Alberta, as represented by the Minister of Health and Wellness (“Alberta Health and Wellness”) The Alberta Medical Association (C.M.A. Alberta Division) (“AMA”) The Authority (the “Authority”) The Authorized Representative
And To: And To: And To:
Terms with initial capitals used herein and defined in the Agreement, which established the ARP Program referenced above, shall have the meanings set out therein. This is notice of withdrawal of my Letter of Participation and the termination of my, and of my Professional Corporation’s, if any, services and participation under the Agreement. This notice of termination is effective on ____________________ (insert date, which must be at least 90 days after delivery of notice). I understand that after the effective date indicated above neither I nor my Professional Corporation, if any, is eligible to bill or receive Compensation for Program Services under the Program. I am aware of section 2.4 of the Agreement which restricts my ability to bill on a fee for service basis for Program Services. If I am an Authorized Representative as described under the Agreement, I understand that I can no longer act as the Authorized Representative. Physician Professional Corporation
By: SIGNATURE
Per: SIGNATURE
PRINT NAME
PRINT NAME
Date:
Date:
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SCHEDULE “E” SCHEDULE DATE: ______________
TERMS AND CONDITIONS 1. Governing Law and Attornment to Jurisdiction This Agreement shall be interpreted and governed by the laws in force in Canada and in the Province of Alberta applicable thereto from time to time and any proceedings in respect of this Agreement which are not subject to arbitration shall be brought and carried on only before the courts of the Province of Alberta and the parties hereto hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta; provided that this provision shall not be interpreted to interfere with the dispute resolution process specified in Schedule J or any rights of appeal. 2. Contra Proferentem The contra proferentem rule shall not apply to the interpretation of this Agreement. 3. Exercise of Rights Except as otherwise provided herein or by law, the Minister of Alberta Health and Wellness may from time to time perform, exercise, enforce or waive on behalf of Alberta Health and Wellness any of the rights, powers and privileges conferred on or enjoyed by Alberta Health and Wellness at law, in equity, by statute or pursuant to this Agreement and the instruments made and agreements entered into pursuant to this Agreement. 4. No Fettering of Discretion Nothing in this Agreement shall fetter or affect any discretion or legislative or regulatory authority of the Minister of Alberta Health and Wellness, Alberta Health and Wellness, or the Government of Alberta. 5. Headings The headings of the Articles of this Agreement are for reference purposes only and do not bear on the interpretation of the Articles or sections to which they relate. 6. Amendment Except as otherwise expressly provided, this Agreement may be altered or amended in any of its provisions when any such changes are reduced to writing and signed by all the parties hereto but not otherwise. 7. Assignment of Contract Neither this Agreement, nor any of the rights or obligations of the parties arising under this Agreement, shall be transferable or assignable by any party to any third party, other than by the Participating Physician to the Participating Physician’s own professional corporation, without the prior written consent of the other parties. 8. Enurement This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
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9. Entire Agreement This Agreement contains the entire agreement between the parties hereto relating to the subject matter hereof and there are no oral agreements, statements, representations, warranties, collateral or oral agreements, undertakings, conditions or agreements whatsoever respecting the subject matter hereof. The foregoing shall not limit the rights of the Authority or the Participating Physicians pursuant to any Services Agreement provided that nothing contained in a Services Agreement shall override, or in any way modify, any express provision of this Agreement. 10. Further Assurances The parties hereto and each of them do hereby covenant and agree, from time to time and at all times, to do such further acts or things and to execute and deliver such further documents, agreements and assurances as may be reasonably required, necessary or advisable in order to perform, carry out and give effect to the terms and conditions of this Agreement. 11. Minister’s Representative The Minister designates the ARP Unit Manager, Alternate Relationships Branch, Health Workforce Division, Alberta Health and Wellness or his successor, to be his representative ("Minister's Representative") to maintain a continuing liaison with all parties in matters relating to this Agreement. 12. Notices Any notice required to be given hereunder by any party shall be in writing and shall be deemed to have been well and sufficiently given if: (a) personally delivered to the party to whom it is intended or if such a party is a corporation to an officer of that corporation; mailed by prepaid registered mail, to the address of the party to whom it is intended as hereinafter set forth; or sent by facsimile, to the facsimile number of the party to whom it is intended as hereinafter set forth; namely Alberta Health and Wellness Alberta Health and Wellness 10025 Jasper Avenue P.O. Box 1360, STN Main Edmonton, Alberta, T5J 2N3 Attn: ARP Unit Manager Alternate Relationships Branch Facsimile Number: (780) 422-5208
(b)
(c)
if to
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and if to
The AMA The Alberta Medical Association 12230 - 106 Avenue Edmonton, Alberta, T5N 3Z1 Attn: Executive Director Facsimile Number: (780) 482-5445
and if to
Authority [AUTHORITY INFORMATION]
and if to
The Participating Physicians if given to the Authorized Representative at the address or facsimile number listed in Schedule A or the Participating Physicians at the address or facsimile number identified in their Letter of Participation.
or to such other address or facsimile number as a party may from time to time direct in writing. Any notice: (d) personally delivered as aforesaid shall be deemed to have been received on the date of delivery. (e) mailed shall be deemed to have been received seventy-two (72) hours after the date it is postmarked. If normal mail service is interrupted by strike, slow-down, force majeure or other cause after the notice has been sent the notice will not be deemed to be received until actually received. forwarded by facsimile shall be deemed to have been received on the business day next following dispatch and acknowledgement of receipt by the sender's facsimile machine.
(f)
In the event any of such means of communication is impaired at the time of sending the notice, the party sending the notice shall use any other service authorized herein which has not been so impaired so as to ensure prompt receipt thereof.
13
No Partnership (a) It is acknowledged by all parties that the Participating Physicians are neither partners nor are they carrying on business as a partnership by virtue of this Agreement nor does this Agreement create a partnership or employment relationship between the Participating Physicians and the Authorized Representative or between a Participating Physician and any other party to this Agreement, it being understood that each Participating Physician is an independent contractor for the purposes of this Agreement. It is intended that each Participating Physician shall have general control and direction in the manner in which the Program Services provided by him or her under this Agreement are provided and that the relationship to be created by this Agreement shall continue to be that of an independent contractor for all purposes, including but
(b)
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not limited to, for the purposes of the Income Tax Act, the Employment Insurance Act or the Canada Pension Act and other similar provincial or federal legislation. (c) No party to this Agreement shall be the agent of any other party for any purpose, nor shall any party hold itself out to anyone not a party to this Agreement as being the agent of any other party to this Agreement unless otherwise specified in this Agreement.
14. Access to Physician Benefit Programs Except where a benefit program excludes physicians who participate in an Alternate Relationship Plan, Participating Physicians shall continue to have full access to all physician benefit programs included under the Master Agreement on the same basis as Physicians who only bill fee-for-service; provided that where fee-for-service billings are used to determine entitlement to benefits or the level of benefits, the Compensation to Participating Physicians under this Agreement shall be viewed as equivalent for that purpose.
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SCHEDULE “F” SCHEDULE DATE: ______________
BILLING RULES 1. Permissible Billings A Participating Physician may: (a) bill the Plan fee-for-service for Insured Services provided by that Participating Physician outside of the Program; not bill the Plan fee-for-service for Insured Services provided within the Program to Insured Persons by that Participating Physician; notwithstanding 1(b), in the case of Participating Physicians receiving Sessional Payments , those Participating Physicians may only bill the plan fee-for-service for Insured Services within the Program, which are provided to i. ii. Insured Persons, when those services are provided outside Sessional Hours on an urgent basis; and Out of Province Patients (except residents of Quebec), regardless on when those services are provided, And, for subsection1(c)(i), if the following additional conditions are fullfilled: (A) the Participating Physician includes in his or her billing a written explanation and any other information requested by Alberta Health and Wellness, regarding the circumstances resulting in the Program Services being provided outside the Sessional Hours. Such billing and explanation shall be reviewed and approved by Alberta Health and Wellness prior to payment to the Participating Physician; (B) the Participating Physician has informed the patients receiving the Program Services outside the Sessional Hours that the first option for obtaining Insured Services related to the Program, is through the Program during the Sessional Hours; and (C) the Participating Physician had made all reasonable efforts to provide the Insured Services to those patients during Sessional Hours at the Centre. (d) be compensated by a party other than Alberta Health and Wellness for non-Insured Services provided outside the Program; subject to subsection 3(c) be compensated by a party other than Alberta Health and Wellness for services provided to Non-Insured Patients; and not, in any event, effect in any way a double recovery by receiving payment for the performance of any specific Insured Services under both this Agreement and as
(b)
(c)
(e)
(f)
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fee for service under the Plan. 2. Exceptions Notwithstanding anything to the contrary herein contained or implied, nothing in this Agreement limits a Participating Physician from being compensated through the “Physician on Call Program” established under the Master Agreement. 3. Billing of Out of Province Patients and Non-Insured Patients (a) A Participating Physician who provides Program Services to an Out of Province Patient shall (i) bill the Plan fee-for-service in respect of an Out of Province Patient who is a resident of a Province or Territory of Canada other than Quebec; (ii) bill the Out of Province Patient directly if the Out of Province Patient is a resident of Quebec; and (iii) notify Alberta Health and Wellness of such billing. Notwithstanding anything to the contrary the amount of the billings under subsection (a) above shall be deducted from the Compensation in the following manner: (i) Alberta Health and Wellness will deduct from the Compensation the amount actually paid to the Participating Physician for Program Services billed to the Plan in respect of an Out of Province Patient who is a resident of a Province or Territory of Canada other than Quebec, and (ii) Alberta Health and Wellness will deduct the actual amount reported by the Participating Physician as being received by the Participating Physician for Program Services provided to an Out of Province Patient who is a resident of Quebec. A Participating Physician who provides Program Services to a Non-Insured Patient, shall bill the Non-Insured Patient directly, notify Alberta Health and Wellness of such billing and Alberta Health and Wellness will deduct from the Compensation payable the amount reported by the Participating Physician as being billed. No deduction shall be made under subsections 3(b) and (c) for Participating Physicians receiving Contract Payments, Capitation Payments or Sessional Payments for compensation received in accordance with subsections 1 (c), 1 (d) or 1 (e), provided that for Sessional Payments, the applicable services were provided outside Sessional Hours.
(b)
(c)
(d)
4. Other Limitations The Participating Physicians shall not: (a) exclude Insured Persons from receiving Program Services under the Program for the purpose of creating a fee-for-service financial advantage for any Participating Physician or other physician; or refer Insured Persons or Out of Province Patients to non-Participating Physicians
(b)
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for services currently provided under the Program except where the Insured Persons or Out of Province Patient has requested a second opinion. If a Participating Physician does refer an Insured Persons or Out of Province Patient to a non-Participating Physician, then the Participating Physician shall provide to Alberta Health and Wellness, within thirty (30) days of the date of the referral, a written notice indicating the referring Participating Physician’s name and practitioner identification number, the Insured Person’s or Out of Province Patient’s name and personal health number, and the non-Participating Physician’s name and practitioner identification number to whom the Insured Persons or Out of Province Patient was referred, and any other information that may be requested by Alberta Health and Wellness. 5. Participating Physicians On-Call Participating Physicians who are on-call to the Program through the Physician on Call Program, shall not bill or receive any Sessional Rates or receive Sessional Payments pursuant to this Agreement for the time spent on-call unless such time is part of a Sessional Hours. 6. Payment for Scheduled Appointments Not Kept by Program Patients Notwithstanding anything to the contrary herein contained or implied, a Sessional Payment may be paid in respect of Insured Person or an Out of Province Patient who fails to attend a scheduled appointment at the Centre during Sessional Hours, provided always that: (a) the Participating Physician was available at the Centre to provide Program Services for the entire Sessional Hours; and if the appointment was made more than two (2) days prior to the appointment date, the Participating Physician used best efforts to ensure that the Insured Person or Out of Province Patient was provided with reasonable notice of the scheduled appointment date and time.
(b)
7. Submission of Invoices For Sessional Payments each Participating Physician will endeavour to submit invoices to the Plan for Program Services provided at least once per month during the term of this Agreement and invoices must be submitted not later than 180 days from the date that the Program Services were provided. The invoices shall be in the form and manner prescribed by Alberta Health and Wellness and shall include, at a minimum, the hours worked by that Participating Physician during Sessional Hours, the information necessary to calculate the deductions to the Compensation as required by Schedule F and any other information Alberta Health and Wellness may require from time to time. Each Participating Physician shall bill the Plan in fifteen (15) minute time blocks, and any portion thereof only during the last hour, for any Sessional Hours of any given day. For Contract Payments and Capitation Payments each Participating Physician shall submit invoices to the Plan for Program Services provided once per month during the term of this Agreement. The invoices shall be in the form and manner prescribed by Alberta Health and Wellness and shall include, the number of identified patients in the case of Capitation Payments, the information necessary to calculate the deductions to the Compensation as required by this Schedule F and any other information Alberta Health and Wellness may require from time to time. Annual payments shall be made in 12 equal monthly instalments subject to
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deductions and adjustments. Invoices and payments shall be for services actually rendered and shall not be billed or paid in advance.
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SCHEDULE “G” SCHEDULE DATE: ______________
FUNDING AND COMPENSATION A. 1. 2. FUNDING The AH&W Funding shall be paid from the Physician Services Budget. The obligation of Alberta Health and Wellness to make payments to, or on behalf of any Participating Physician pursuant to this Agreement shall be conditional upon (i) the signing and delivering of a fully executed Letter of Participation by each Participating Physician and the Authorized Representative; and (ii) delivery to Alberta Health & Wellness and the AMA of any executed Services Agreement or Agreements entered into between the Participating Physicians and the Authority; The RHA Funding, if any, shall be contributed by the Authority. The Physician Funding, if any, shall be contributed by the Participating Physicians. Compensation
3. 4. B.
This Article sets out details of the Compensation to be paid to Participating Physicians including the Compensation Rate and any maximum funding commitments. Compensation may include a Sessional Rate, a Capitation Payment, a Contract Payment, or some combination of these as set out below. 1. Alberta Health and Wellness shall make all Compensation Payments directly to each Participating Physician or the Authorized Representative (or their designee where all or any part of any part of the Compensation has been assigned to another person) and upon such payment, Alberta Health and Wellness is discharged from any obligation to the Participating Physician for payment for Program Services provided by that Participating Physician to Insured Persons or Out of Province Patients covered under the Program. The Compensation Rate applicable to a Participating Physician, if and where applicable, is determined by that Participating Physician’s applicable speciality qualifications, as recognized by the College, and for which the College has issued a certificate pursuant to its Bylaws. If the Participating Physician’s speciality status affects the Compensation Rate and changes during the term of this Agreement, that Participating Physician shall, within ten (10) days of the change, complete and submit a new Letter of Participation, where the effective date is the date of the change, to the Authorized Representative, and, if accepted by Alberta Health and Wellness that Participating Physician shall receive the applicable rate from the later of the said effective date or ten (10) days prior to the submission of the new Letter of Participation to AH&W.
2.
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3.
The maximum annual amount of AH& W Funding payable from the Physician Services Budget for the Program per annum is ____________, subject to adjustments required to provide for adjustments to the Compensation Rates under Section 4. This is based on the Compensation Rates and the maximum number of Full Time Equivalent Participating Physicians or Sessional Hours approved under the Program as at the Effective Date. In no event shall Alberta Health and Wellness be obliged to pay more than this maximum amount, subject to adjustments required to provide for adjustments to the Compensation Rates under Section 4, for Compensation. Compensation Rates shall be adjusted on the following basis: (a) upon the approval of the Physician Services Committee, the Compensation Rate shall be adjusted to reflect relevant increases or decreases to the Schedule of Medical Benefits for Insured Services. Such adjustments shall apply as of the date specified by the Physician Services Committee. the Physician Services Committee may, independent of any change to the Schedule of Medical Benefits, jointly review and decide to adjust the Compensation Rate. Should any such decision result in an increase to the Compensation Rate, such increase shall apply only from the date specified by the Physician Services Committee, provided that such date is not prior to the date that the Physician Services Committee approved the increase. Notwithstanding the foregoing, except as provided in the Master Agreement, there is no commitment or obligation to adjust Compensation Rates for any reason, including without limitation to reflect changes to the Schedule of Medical Benefits, and for clarification no Compensation Rates shall, except as provided in the Master Agreement, be adjusted without the unanimous approval of all members of the Physicians Services Committee.
4.
(b)
(c)
5. Participating Physicians shall satisfy at least the minimum service requirements specified in Schedule H. 6. When the Participating Physicians make arrangements for a Locum Physician to provide Program Services or any part thereof, it is the responsibility of the Participating Physicians to make payment arrangements with that Locum Physician. When the Participating Physicians make arrangements with a Locum Physician to provide services additional to or supplemental to Program Services, the Locum Physician may bill the Plan fee-for-service. The Participating Physicians acknowledge that Alberta Health and Wellness has no obligation whatsoever, for payment to a Locum Physician for the provision of Program Services.
7. It is the intention of the parties to establish average Compensation Rates for the Participating Physicians. Accordingly, Alberta Health and Wellness shall make Compensation payments up to the Total Annual Amounts set out in this Schedule G. It is recognized, however, that the Participating Physicians may make adjustments among themselves to take into account workload, shift responsibilities, holiday schedules and any other matters the Participating Physicians deem appropriate. Alberta Health and Wellness shall have no responsibility for such adjustments or payment thereof. The Participating Physicians authorize their Authorized
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Representatives to determine such adjustments.
8.
Is there a Sessional Payment Yes / No
In the event of a Sessional Payment: (a) Subject to adjustments as contemplated in the Agreement the Sessional Rate shall apply per hour for general practitioners and for specialists as follows: Number of Hours per Annum Sessional Rate (GP/SP) Maximum Annual Amount
Number of Participating Physicians
Specialty
(Total Physicians)
(Total Hours)
(Total Annual Amount)
(b)
During the Sessional Hours, Participating Physicians shall, except in emergencies, only provide Program Services exclusively to patients of the Program. The Sessional Payment for each Participating Physician shall be calculated by multiplying the total number of hours spent by that Participating Physician in the provision of Program Services during Sessional Hours by the applicable Sessional Rate, and deducting from the total amount so calculated, the amounts identified in Schedule F, if any. Sessional Rates are based on the assumption that Participating Physicians are performing no more than 2 days per week averaged over a one year period. In the event any Participating Physician performs more than 104 days in any 52 week period the PSC may require that the Participating Physician transfer to a Contract Payment. The Sessional Payment represents the total payment for all Program Services provided and billed by the Participating Physician during Sessional Hours in a year. The maximum number of hours of Sessional Hours that may be claimed by the Participating Physicians during each year of this Agreement is provided in section 8(a). The parties may amend, add to or vary section 8(a) during the term of this Agreement provided that any such amendment, addition or variation is acknowledged in writing and is signed by the Authorized Representative, and the designated representative of the Physician Services Committee.
(c)
(d)
(e)
(f)
9.
Is there a Contract Payment? Yes/No
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In the event of a Contract Payment: (a) Subject to adjustments as contemplated in the Agreement the Contract Payment shall be at the applicable rate set out in the table below. Provincial Base Payment Rate Maximum Annual Amount
Number of Participating Physicians
Specialty
FTE
(Total Physicians) (b)
(Total FTE)
(Total Annual Amount)
The Contract Payment represents the total payment for all Program Services provided and invoiced by a Participating Physician during the year to which the payment relates. The Contract Payment shall be reduced by any deductions identified in Schedule F.
(c)
10.
Is there a Capitation Payment Yes / No
In the event of a Capitation Payment: [Insert details of capitation plan including any negation provisions.] C. Program Costs
1. The Authority and the Participating Physicians have each agreed to commit to the Program the funding, support, and contributions in kind identified as its/their respective responsibility in Tables 1 and 2 to this Schedule G. [Include details of all support including staff, funding, overhead, space and any other contributions being committed by the Authority and Participating Physicians] D. Other Funding Provisions Specific to this Agreement [Insert as applicable]
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Schedule G - Table 1 Current and Proposed Professional and Support Staffing (in FTEs)
FTEs(1) Fiscal or Operating Year(2) 20__/____ Non-physician clinical staff (please identify by type): Administrative support by type: -
% Responsibility (4) Year(3) 1 Proposed FTEs Year(3) Year(3) 2 3 Physician Funding RHA Funding
(1) (2) (3) (4)
1 FTE as defined in Schedule H. Last complete operating year (April 01-March 31). Operating year (April 01-March 31). Actual dollars not required.
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Schedule G - Table 2 Expense Responsibility Sharing Agreement (% Physician Funding, % RHA Funding) by Major Expense Category
% Responsibility Physician Funding Operating Expenses: Space and associated costs IM/IT Other(2): RHA Funding
Capital Improvements:
Other:
(1) (2)
Actual dollars not required. Typical items might include costs of collecting and calculating data for reporting, moving costs, recruitment costs.
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SCHEDULE “H” SCHEDULE DATE: ______________
Program The Program is identified in the Application. Key criteria and details of the Program are set out below. In the event of any ambiguity in the Application or inconsistency between the details set out in this Schedule H and the Application the details set out in this Schedule H shall govern. This Schedule H details: (a) the goals of the Program and, identifying any proposed changes in practice that support ARP principles/purposes; the type of services to be provided, outlining the scope of the services and proposed changes from current services; the Type of Patients to be served; the service delivery model including any maximum FTE’s and maximum annual program hours, services, number of Participating Physicians, maximum Annual Amount and any other levels and parameters within which the Program is to operate; the management of the practice and any proposed changes; the roles of non-physician professional staff on the program team; the quality management program activities for the Program; the measures to be used in demonstrating ARP success, identifying data sources.
(b)
(c) (d)
(e) (f) (g) (h)
The Program particulars are: A. Goals :
B.
Program Services :
C.
Type of Patients :
D.
Service Delivery Model (Include any minimum and maximum hours and service requirements) Practice Management
E.
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F. G. H. I.
Roles of Non-physician Professional Staff IT Support Services and Resources Quality Management Program Measures
J.
FTE – A Full Time Equivalent Participating Physician shall: [Insert specifics in time and on services that constitutes an FTE.] Other
K.
Amended Schedule H effective Authorized Representative Per: SIGNATURE
PRINT NAME Date:
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SCHEDULE “I” SCHEDULE DATE: ______________
INFORMATION SHARING, ACCOUNTABILITY AND EVALUATION All disclosure of information will be governed by the Health Information Act and the Freedom of Information and Protection of Privacy Act as well as any applicable federal and provincial privacy legislation. 1. Information Sharing The AMA, or its designate, and the Authority, or its designate, shall receive such information from Alberta Health and Wellness as is permitted by law and reasonably necessary to monitor the payment of funds and the calculation of the Compensation, including: (a) statements prepared by Alberta Health and Wellness setting out all amounts paid under this Agreement; service activity reports for Program Services provided by the Participating Physicians and the Authority.
(b)
In the absence of patient or physician consent, neither the AMA, nor its designate, shall receive information that contains patient or physician identifiers or manipulate data received so as to enable identification of patients or physicians. In the event the AMA, or its designates, receives information that contains patient or physician identifiers it shall immediately notify Alberta Health and Wellness and return, destroy or otherwise dispose of all such information immediately as directed by Alberta Health and Wellness. 2. Data, Documentation & Reports The Participating Physicians and the Authority shall co-operate in providing such data, documentation, and reports as are reasonably required for the parties to evaluate this Alternate Relationship Plan as set out in this Agreement. 3. Evaluation The Participating Physicians shall comply with the process of conducting evaluations pursuant to this Agreement as determined by the Physician Services Committee under the authority of the Master Agreement. The Participating Physicians acknowledge the potential benefits of disclosing the results of the evaluations for the purpose of properly administering the health care system and agree that, subject to the removal of individually identifying information and on reasonable notice to the Authorized Representative, the evaluation reports may be shared. 4. Accounting & Financial Records Each Participating Physician shall keep books of account and financial records respecting the funding of the payments from the Physician Services Budget under this Agreement. As and when requested, each or any Participating Physician shall provide Alberta Health and Wellness and the provincial auditor or his designate with access to all such books and records together with proper facilities for inspection and audit.
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5. Shadow Billing and Reporting Each Participating Physician shall collect shadow billing data for Insured Services and Other Service Activity information in the manner prescribed by Alberta Health and Wellness and shall provide such data and information to Alberta Health and Wellness in the form stipulated by Alberta Health and Wellness. “Other Service Activity” means services provided by the Participating Physician that are directly or indirectly related to the provision of the Program Services and for which a shadow billing fee code has been designated by Alberta Health and Wellness. The frequency of the submission of shadow billing data shall be stipulated by Alberta Health and Wellness from time to time, acting reasonably. 6. Alternate Methods of Reporting If Alberta Health and Wellness determines that an alternate method of reporting is preferable to that described above, then Alberta Health and Wellness, in consultation with the AMA, the Authority and the Authorized Representative, may develop a reporting mechanism that is different than, or in addition to, the reporting mechanisms described herein. At the direction of Alberta Health and Wellness, and upon sixty (60) days notice in writing to the Authorized Representative, the Authorized Representative shall ensure that the Participating Physicians adopt the alternative reporting mechanism for the remainder of the term of this Agreement.
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SCHEDULE “J” SCHEDULE DATE: ______________
ISSUE RESOLUTION COMMITTEE 1. Committee formation, membership and duties The parties shall establish a committee known as the "Issue Resolution Committee" to provide the parties with a forum to discuss and resolve any issues arising in the context of this Agreement that are not specifically addressed by this Agreement. The Issue Resolution Committee will meet on an as needed basis or on request of any of the parties and have one representative from each of Alberta Health and Wellness, the AMA, the Authority and the Participating Physicians. Minutes of the meetings will be prepared that record the issue, the parties' positions and the agreed upon resolution of the issue. DISPUTE RESOLUTION 2. Dispute Resolution The parties agree to resolve any dispute arising between them in respect of this Agreement as efficiently and cost effectively as possible as follows: (a) at all relevant times the parties will make bona fide efforts to resolve any dispute by negotiations conducted in good faith, including mediation if desired; if a dispute cannot be resolved through the good faith negotiations referred to above it shall be referred to the Issue Resolution Committee, if the Issue Resolution Committee is unable to resolve the dispute within fifteen days any of Alberta Health and Wellness, the AMA, the Authority or the Participating Physicians, may refer the dispute to binding arbitration as herein provided; notwithstanding the foregoing, in the event the matter in dispute relates to a breach under either section 2.3(a) or 5.2(c) of the Agreement, any party to the dispute may elect to refer the matter immediately to arbitration; any of Alberta Health and Wellness, the AMA, the Authority or the Participating Physicians may refer a matter to arbitration by notifying the other parties in writing of its intention to do so. The arbitration shall be conducted by a single arbitrator whose appointment is agreed to by the parties. In the event that the parties cannot agree on the appointment of the single arbitrator within thirty days of the receipt of the notice any party may request a Justice of the Court of Queen’s Bench of Alberta to make the appointment; the arbitrator appointed shall hear the dispute within twenty one (21) days or such period of time as may be mutually agreeable to the parties, and shall issue a decision within thirty (30) days of the date of the hearing, which shall be binding on all parties; and
(b)
(c)
(d)
(e)
(f)
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(g)
reasonable costs and disbursements of the arbitration of a dispute between any of the parties shall be paid as directed by the arbitrator.
3. Matters Not Referable to Arbitration Notwithstanding the foregoing, the parties may not refer any matter relating to the determination of the Compensation Rates or hours of service (including adjustments) under this Agreement to arbitration.
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