GHI HMO Select Inc

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					                                     GHI HMO Select Inc.

                                          P.O. Box 4332


                                     Kingston, New York 12402



                      HMO PARTICIPATING PHYSICIAN AGREEMENT



                          AGREEMENT BETWEEN GHI HMO Select Inc.

                                              AND

                     _________________________________________




Hmo.phy.v.7.00 Dated 10/26/00 w/98                              GHI HMO-LF-PROV 2010-01
                                                                Revised January 2010
        THIS AGREEMENT is made and entered into on this first day of , ______, by and
 between GHI HMO Select Inc., a corporation which operates a New York State health
 maintenance organization licensed under Article 44 of the New York Public Health Law ("GHI
 HMO"), and                   , a duly licensed physician, duly licensed practitioner or a duly
 organized professional service corporation or partnership, in the State of New York
 ("Provider"). This Agreement shall be effective the date upon which GHI HMO executes the
 attached signature page.

        WHEREAS, GHI HMO has been organized for the purpose of providing or arranging
for the provision of certain primary and specialty health care services to individuals enrolled as
Members of GHI HMO and wishes to enter into this Agreement in order to utilize the services
of Provider in connection therewith; and

        WHEREAS, Provider desires to provide health care services to Members pursuant to
the terms and conditions set forth herein and pursuant to the terms and conditions of the Benefit
Plans issued by GHI HMO setting forth its obligations to;

       NOW THEREFORE, in consideration of the promises and mutual covenants and other
good and valuable consideration hereinafter contained, the parties hereto agree as follows:

1.      DEFINITIONS. As used in this Agreement, the following terms shall have the indicated
        meanings:

        1.1.     “Benefit Plan” shall mean the evidence of coverage issued by GHI HMO that
                 describes its obligations to arrange for the delivery of Covered Services to
                 Members who are eligible for such services. Each Benefit Plan shall identify
                 those health care services which are Covered Services available to Members and
                 shall enumerate all applicable maximums, limitations and exclusions with
                 respect to Covered Services to Members.

        1.2.     “Clean Claim” means a claim which has been submitted in accordance with
                 applicable GHI HMO claims policies and procedures and which, for proper
                 adjudication, contains all the data elements required by GHI HMO to process
                 and adjudicate the claim but does not involve (i) coordination of benefits, (ii)
                 Medicare or third party liability issues until an explanation of benefits from the
                 primary carrier has been received, or (iii) claims which are being reviewed for
                 medical necessity.

        1.3.     “Consulting Physician” means a physician, professional service corporation or
                 partnership who or which has contracted with GHI HMO to provide Consulting
                 Services to Members.

        1.4.     “Consulting Services” shall mean those Covered Services which are generally
                 provided by a physician other than Primary Care Services.

        1.5.     “Covered Services” means all those Medically Necessary health care services
Hmo.phy.v.7.00                                     1                     GHI HMO-LF-PROV 2010-01
                                                                              Revised January 2010
                 which Members are entitled to receive under the terms of a Benefit Plan.
                 Covered Services shall include, but not be limited to, Physician Services, as that
                 term is defined in this Agreement.

        1.6.     “Emergency Care” means the diagnosis or treatment of a medical or behavioral
                 condition, the onset of which is sudden, that manifests itself by symptoms of
                 sufficient severity, including severe pain, that a prudent layperson possessing an
                 average knowledge of medicine and health, could reasonably expect the absence
                 of immediate medical attention to result in: 1) placing the health of the person
                 afflicted with such condition or others in serious jeopardy; 2) or in the case of a
                 behavioral condition, placing the health of the individual in serious jeopardy; or
                 3) serious dysfunction of any bodily organ or part of such person; or 4) serious
                 disfigurement of such person.

        1.7.     “Medical Director” means the physician serving as Medical Director on behalf
                 of GHI HMO, or his or her designee.

        1.8.     “Medically Necessary” means those services or supplies provided by a health
                 care provider to diagnose or treat an illness, injury or medical condition which
                 the Medical Director or his designee determines to be:

                 •      appropriate and necessary for the diagnosis, treatment or care of a medical
                        condition;
                 •      not provided for cosmetic purposes;
                        not primarily custodial care (including domiciliary and institutional care);
                 •      not provided primarily for the convenience of the Member, the Member’s
                        attending or consulting physician or another provider;
                 •      performed in the most efficient setting or manner to treat the Member’s
                        condition;
                 •      being within standards of good medical practice as recognized and accepted
                        by the medical community.

                 Non-acute care and treatment rendered when there is no reasonable expectation of
                 the Member’s improvement or recovery, as determined by the Medical Director,
                 using generally accepted medical standards, shall not be considered medically
                 necessary.

        1.9      “Member” means any person who is entitled to receive Covered Services under a
                 Benefit Plan issued by GHI HMO.

        1.10     “Network Provider” shall mean any individual health care practitioner or group,
                  including Provider, who has contracted with, and is credentialed by, GHI HMO,
                  according to GHI HMO standards, to provide Covered Services to Members. All
                  Network Providers, including physicians who are Primary Care and Consulting
                  Physicians, physician assistants, nurse practitioners, and other health professionals
                  must be licensed, qualified or certified in accordance with applicable New York
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                                                                               Revised January 2010
                  Law. All Network Providers agree to accept applicable network reimbursement
                  rates for applicable GHI HMO programs as payment in full for Covered Services as
                  set forth in Exhibit A.

        1.11     “Network Facility” shall mean any health care facility, including but not limited to
                  a hospital, nursing home or extended care facility, which has contracted with GHI
                  HMO to provide Covered Services to Members.

        1.12     "Personnel" shall mean personnel who are employees or independent contractors of
                  Provider.

        1.13     “Physician Services” shall mean those Primary Care Services or Consulting
                  Services, which are within the scope of Provider's practice, which Provider
                  routinely provides and which Provider will be obligated to provide to Members
                  pursuant to this Agreement. Physician Services shall not include those Covered
                  Services for which GHI HMO has entered into agreements with other Network
                  Providers or entities acting on behalf thereof, as more fully described in Section
                  2.1.2 below.

        1.14     “Primary Care Physician” shall mean a family practitioner, general internist, or
                  general pediatrician who is contracted with, and is credentialed by, GHI HMO,
                  according to GHI HMO standards, and who has been assigned by GHI HMO or
                  designated by a Member to provide Primary Care Services to the Member.

        1.15     “Primary Care Services” shall mean Covered Services that entail the initial and
                 basic care in Internal Medicine, Gynecology (women’s services only) and Pediatrics.
                  Primary Care Services shall also include coordination of the Member’s care and
                 provision of case management for those Members assigned to a Primary Care
                 Physician. Such case management shall include, but not be limited to, providing
                 authorization for Consulting Services where appropriate. Primary Care Services
                 shall not include Consulting Services.

        1.16     “Program” shall mean those products and programs through which GHI HMO
                 arranges for the provision of prepaid health services to Members.

        1.17     “Provider Manual” shall mean a handbook containing a description of the policies
                 and procedures established by GHI HMO as amended by GHI HMO from time to
                 time, setting forth requirements for provision of Covered Services by Network
                 Providers and Network Facilities including, but not limited to, utilization
                 management, quality assessment, referrals to providers, and administrative policies.
                 The Provider Manual is incorporated herein by reference and Provider agrees to
                 comply fully with and abide by the requirements contained in the Provider Manual.




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                                                                             Revised January 2010
2.      RESPONSIBILITIES OF PROVIDER

        2.1      Provision of Physician Services.

                 2.1.1   Provider shall render to Members all Medically Necessary Physician
                         Services in accordance with this Agreement, the applicable Benefit Plan,
                         GHI HMO’s policies and procedures and other requirements set forth in the
                         Provider Manual; however, Provider shall also openly discuss treatment
                         options, risks and benefits with Members without regard to coverage issues.

                 2.1.2   Provider agrees that GHI HMO may at its discretion carve out the provision
                         and payment for specified Covered Services to a restricted network of
                         providers. Examples of these services include, but are not limited to, cardiac
                         surgery, transplant surgery, mental health, optometry, pharmacy,
                         chiropractic, outpatient laboratory services, and outpatient radiology
                         services. GHI HMO will notify Provider if it has made alternate
                         arrangements for specific Covered Services and such Covered Services shall
                         not be deemed Physician Services.

        2.2      Participation in Programs. This Agreement shall apply to all GHI HMO lines of
                 business, including but not limited to New York State Family Health Plus (FHP),
                 unless otherwise advised by GHI HMO in writing. Provider agrees to the following
                 provisions when providing services to FHP Members: (i) the parties agree to comply
                 with all applicable requirements of the Americans with Disability Act; and (ii) this
                 Agreement shall incorporate the pertinent provisions of the contract between GHI
                 HMO and the local Department of Social Services as if set forth fully herein.

                 Standard Clauses. The New York State Department of Health (“DOH”) Standard
                 Clauses for Managed Care Provider/IPA Contracts (“Standard Clauses”), attached
                 to this Amendment as Appendix “C”, are expressly incorporated into this
                 Agreement, replace prior DOH standard clauses, if any, and are binding upon the
                 parties to this Agreement. In the event of any inconsistent or contrary language
                 between the Standard Clauses and any other part of this Agreement, including but
                 not limited to appendices, amendments and exhibits, the parties agree that the
                 provisions of the Standard Clauses shall prevail, except to the extent applicable
                 law requires otherwise and/or to the extent a provision of this Agreement exceeds
                 the minimum requirements of the Standard Clauses.

        2.3      Primary Care Physician Obligations. If Provider is a Primary Care Physician,
                 Provider shall provide Primary Care Services to Members and adhere to the
                 requirements set forth in the Provider Manual regarding provision of Primary Care
                 Services.

        2.4      Consulting Physician Obligations. If Provider is a Consulting Physician, Provider
                 shall provide only those Consulting Services authorized by a Primary Care Physician
                 and/or the Medical Director or his or her designee, and Emergency Care and
Hmo.phy.v.7.00                                      4                    GHI HMO-LF-PROV 2010-01
                                                                              Revised January 2010
                 otherwise adhere to the requirements set forth in the Provider Manual regarding
                 provision of Consulting Services. Consulting Physicians who are
                 obstetrician/gynecologists may see female Members without referral from a Primary
                 Care Physician consistent with § 4406-b of the New York State Public Health Law.

        2.5      Personnel to be Bound. Provider shall cause all Personnel to be contractually or
                 otherwise legally bound by all terms and conditions of this Agreement that are
                 applicable to Personnel and shall require all Personnel to be duly licensed as
                 applicable.

        2.6      Availability and Non-Discrimination.

                 2.6.1   Provider will not unfairly differentiate or discriminate in the treatment of
                         Members or in the quality of services delivered to Members on the basis of
                         membership in GHI HMO, age, national origin, sex, sexual preference, race,
                         color, creed, marital status, religion, health status, source of payment,
                         economic status or disability.

                 2.6.2   Provider will continue to accept new Members as long as the Provider’s
                         practice is available to new patients. Provider agrees to notify GHI HMO at
                         least sixty (60) days in advance if Provider will be unable to accommodate
                         additional patients. Provider will ensure that Physician Services are available
                         to Members during Provider’s normal office hours and that Provider is
                         available to Members outside of office hours in a manner that meets or
                         exceeds the requirements contained in the Provider Manual. In case of non-
                         availability of Provider, the Provider shall make arrangements for another
                         appropriate Network Provider to provide coverage to Member. To the extent
                         that a Network Provider is not available, Provider may make arrangements
                         for a non-Network Provider to provide coverage to Member only to the
                         extent that the non-Network Provider agrees in advance to accept the
                         applicable GHI HMO reimbursement as payment in full for any Covered
                         Services rendered.

                 2.6.3   If Provider is a Primary Care Physician, Provider shall maintain
                         appropriate coverage for Members twenty-four hours a day, seven days a
                         week. Such coverage may be provided by an answering service with a live
                         voice so long as appropriate personnel receive and respond to calls from
                         Members in a manner consistent with the scope of Provider’s practice. In no
                         event shall a telephone answering machine constitute appropriate coverage.

        2.7      Verification of GHI HMO Eligibility; Referrals, Approvals.

                 2.7.1   Provider shall follow procedures established by GHI HMO in the Provider
                         Manual to verify Member eligibility.

                 2.7.2 For Covered Services not being provided by the Provider, Provider shall refer
Hmo.phy.v.7.00                                      5                    GHI HMO-LF-PROV 2010-01
                                                                              Revised January 2010
                         all Members for such Covered Services in accordance with GHI HMO’s
                         referral policies and procedures as described in the Provider Manual.
                         Documentation of the referral must be noted in the Member's medical record.
                         Consulting Physician shall keep the Member's Primary Care Physician
                         informed of Member's general condition and shall obtain the Primary Care
                         Physician's authorization for subsequent referrals for tests, hospitalization, or
                         additional Covered Services. In the event that there is no appropriate
                         Network Provider or Network Facility for a Medically Necessary Covered
                         Service, Provider shall contact the Medical Director for coordination of
                         provision of such Covered Service. When Medically Necessary, and only
                         with the prior approval of the Medical Director unless otherwise required by
                         law, referrals may be made to providers who have not contracted with GHI
                         HMO.

                 2.7.3   Except for Emergency Care, Provider shall require proper written
                         authorization prior to delivering certain Physician Services to Members as set
                         forth in the Provider Manual. Provider understands and acknowledges that
                         GHI HMO requires authorization prior to admitting Members to the hospital
                         in order to ensure efficient cost-effective utilization of health care resources.
                         A Member may receive Emergency Care without receiving prior
                         authorization; however, the Provider must notify GHI HMO within forty-
                         eight (48) hours of admission to the hospital. Failure to notify GHI HMO
                         within the specified time period may result in a denial of payment for
                         services rendered by Provider. Provider may not bill a Member for Covered
                         Services provided because of failure to notify GHI HMO.

                 2.7.4   Provider agrees to deliver to GHI HMO's Medical Director such written
                         reports concerning the quality or utilization of services rendered to Members
                         as well as reports regarding encounter data as GHI HMO may require.
                         Provider shall provide to GHI HMO complaint and grievance information
                         required to meet the requests of the State of New York Department of Health
                         and other appropriate regulatory agencies. Medical information shall be
                         provided to GHI HMO as appropriate and without violation of pertinent State
                         and Federal laws regarding the confidentiality of medical records. Such
                         information shall be provided without cost to GHI HMO.

        2.8      Quality Assurance/Utilization Management.

                 2.8.1   Provider shall actively participate in and comply with all aspects of GHI
                         HMO’s Quality Assessment and Utilization Management programs and
                         protocols as amended from time to time, which are incorporated herein by
                         reference. The purpose of the programs, which are supervised by the
                         Medical Director, is to review the quality, appropriateness, and cost-effective
                         utilization of services. The programs may include review of records, on-site
                         utilization management activities, case management, discharge planning and
                         quality assurance as well as the study of processes and clinical outcomes of
Hmo.phy.v.7.00                                      6                      GHI HMO-LF-PROV 2010-01
                                                                                Revised January 2010
                         care. If Provider fails to comply with GHI HMO’s utilization management
                         polices and procedures GHI HMO may deny or reduce payment for services
                         rendered.

                 2.8.2 Provider understands and agrees that Provider shall provide all information
                       necessary for GHI HMO to determine Medical Necessity consistent with
                       Article 49 of the Public Health Law. If Provider fails to comply with GHI
                       HMO’s utilization management polices and procedures GHI HMO may deny
                       or reduce payment for services rendered.
                 2.8.3 Provider understands and acknowledges that various governmental agencies
                       with appropriate jurisdiction, including the New York State Department of
                       Health and Federal regulatory agencies or their authorized representatives
                       have the right to monitor through inspection, reports or other means, the
                       quality, appropriateness and timeliness of services provided under this
                       Agreement.

        2.9      Credentials.

                 2.9.1   Provider shall comply fully and abide by all rules, policies and procedures
                         that GHI HMO has established regarding credentialing of Network
                         Providers. Provider warrants that Provider has and shall maintain medical
                         staff privileges with at least one Network Facility hospital and has and shall
                         maintain all necessary licenses to provide the services contemplated by this
                         Agreement. Provider shall complete a GHI HMO application accurately and
                         completely and shall provide all other information, including information on
                         malpractice cases necessary for GHI HMO to complete its credentialing
                         process in accordance with standards of the National Committee for Quality
                         Assurance. Provider shall immediately notify GHI HMO of changes to this
                         information, including but not limited to, any revisions, revocation, or
                         limitation of his license to practice, narcotics license, hospital privileges,
                         malpractice carrier change, or termination or professional sanction by any
                         body. Provider shall participate in continuing education programs appropriate
                         to Provider’s specialty as well as professional performance evaluations
                         described in the Provider Manual.

                 2.9.2   Subject to Provider's due process rights pursuant to New York Public Health
                         Law § 4406-d and the provisions of Section 6 of this Agreement, GHI HMO
                         reserves the right in its sole discretion to approve new Network Providers or
                         sites as well as to terminate suspend or limit the privileges of Network
                         Providers, including Provider. In the event Provider is also a member of a
                         independent physician association (“IPA), physician hospital organization
                         (“PHO”), management services organization (“MSO”) or similar
                         organization which contracts with GHI HMO to arrange for physician
                         services, Provider must designate the organization through which he or she
                         will participate in GHI HMO.

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                                                                              Revised January 2010
        2.10     Member Complaint and Grievance Procedure. Provider shall cooperate with GHI
                 HMO in GHI HMO's Member Complaint and Grievance Procedures, which are
                 incorporated herein by reference, and shall abide by the process. The grievance
                 process shall be consistent with § 4408-A of the New York State Public Health Law.
                 If the complainant is a federal employee or dependent thereof the Federal Office of
                 Personnel Management (OPM) will handle the grievance process.

        2.11     Physician/Patient Relationship Maintained. Provider remains responsible for
                 ensuring that Physician Services provided to Members hereunder by Provider and
                 Personnel comply with all applicable provisions of federal, state and local laws, rules
                 and regulations, including requirements for continuation of medical care and
                 treatment of Members after any termination or other expiration of this Agreement.
                 Nothing contained herein shall be construed to place any limitations upon the
                 responsibilities of Provider and Personnel under applicable laws with respect to the
                 medical care and treatment of patients or as modifying the traditional physician-
                 patient relationship. However, nothing in this Section shall be deemed to preclude
                 the Medical Director from consulting with Provider or Personnel regarding the
                 manner of rendering care and services and other aspects of care and services, for the
                 purpose of making coverage and Medical Necessity determinations.

        2.12     Non-Interference with Members. During the term of this Agreement and for a period
                 of two (2) years from the date of termination Provider shall not advise or counsel any
                 subscriber group or Member to disenroll from GHI HMO and will not directly or
                 indirectly solicit any Member to enroll in any other HMO, PPO, or other health care
                 or insurance plan.

        2.13     Inspection of Premises. Provider shall permit representatives of GHI HMO,
                 including utilization review, quality improvement and provider relations staff, upon
                 reasonable notice, to inspect Provider's premises and equipment during regular
                 working hours.

        2.14     Litigation Notice. Provider will provide GHI HMO within ten (10) working days of
                 receipt thereof, notice of any malpractice claims involving any current or former
                 Members to which Provider is a party as well as notice and information specifying
                 settlement or adjudication within ten (10) days of Provider being notified of such
                 action. Such notices shall also include: 1) caption of the complaint; 2) action date; 3)
                 identifying information; 4) date the claim was filed and settled or otherwise
                 adjudicated; 5) a brief summary of the allegation; 6) amount of the settlement or
                 adjudication; and 7) the names of physicians or other clinicians determined to be
                 responsible for the events giving rise to the malpractice claim.

        2.15     Application to Individual Practitioners and Entities.

                 2.15.1 In the event that Provider is a professional service corporation or partnership,
                        any references to Provider, shall be deemed to apply to all Personnel who are
                        health care professionals including but not limited to physicians, physician
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                                                                               Revised January 2010
                        assistants, nurse practitioners and technical staff employed or retained by or
                        otherwise acting under the supervision of Provider, as well as to Provider.
                        Provider hereby agrees to take all actions necessary to ensure that all such
                        individual practitioners fulfill all terms and conditions of this Agreement as
                        they apply to such individual practitioners. Provider agrees to require that all
                        such individual practitioners execute an Attachment A to this Agreement
                        which in turn shall bind them to all terms and conditions of this Agreement.
                        The failure of any individual practitioner who is an employee, partner and/or
                        independent contractor of Provider to fulfill those duties and obligations
                        which apply to him hereunder shall be deemed to be a breach of this
                        Agreement as if it were the direct result of an action or omission of Provider.
                        Pursuant to Section 6.3.2, GHI HMO may terminate any individual or all
                        practitioner(s) who are associated with such professional service corporation
                        or partnership as a result of Provider’s failure to comply with this section.

                 2.15.2 The professional service corporation or partnership, if any, shall require that
                        such practitioners agree to be bound, at GHI HMO's option, to the terms of
                        this Agreement as individuals in the event of the dissolution or insolvency of
                        the professional service corporation or partnership. This paragraph is
                        intended to ensure continuity of care to Members in the event of such
                        dissolution or insolvency.

        2.16     Legal/Regulatory Compliance. Provider hereby agrees to comply with all applicable
                 local, state, and federal laws governing the provision of medical services to
                 Members.

3.      OBLIGATIONS OF GHI HMO

        3.1      Identification of Members. GHI HMO shall maintain a current Member eligibility
                 data system and shall furnish Provider with a means of accessing the system to
                 identify Members. GHI HMO shall issue member identification cards to Members.
                 If Provider is a Primary Care Physician, GHI HMO shall maintain and provide to
                 Provider a list of Members who chose Provider as a Primary Care Physician and
                 notify Provider of changes in such enrollment on a monthly basis. Member transfers
                 shall be effective on the first day of the month. Provider understands and
                 acknowledges that an individual presenting a GHI HMO identification card shall not
                 be deemed conclusive evidence that such person is a valid Member at the time
                 services are rendered.

        3.2      Administrative and Marketing Services.        GHI HMO shall perform or have
                 performed administrative, claims processing, marketing, enrollment, quality
                 assessment and utilization management functions that are appropriate to meet
                 regulatory and corporate requirements under this Agreement. GHI HMO shall
                 assume sole responsibility for all marketing materials distributed to the public and
                 may, in any medium, list Provider, and all pertinent information, in provider
                 directories and instructional materials. Furthermore, Provider shall not use GHI
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                                                                              Revised January 2010
                 HMO’s name, other pertinent information, or trademarks in any marketing materials
                 without GHI HMO’s prior written consent.

        3.3      Provider Grievance and Appeal Procedures. GHI HMO shall make available to
                 Provider through the Provider Manual a description of the Grievance and Appeal
                 Procedures which govern instances where there is an issue in the conduct or
                 operation of GHI HMO that has not otherwise been satisfactorily resolved. Both
                 parties agree to a good faith effort to resolve identified issues.

        3.4      Benefit Plan Terms. GHI HMO shall make available to Provider a summary of each
                 applicable Benefit Plan. Such summaries shall include schedules of Covered
                 Services, applicable exclusions or limitations affecting the provision of Covered
                 Services, and applicable copayments, or co-insurance.

        3.5      Credentialing. GHI HMO, or its agent, shall be responsible for credentialing or
                 arranging for credentialing of all Network Providers, including appropriate
                 Personnel, consistent with GHI HMO’s credentialing policies and procedures.

        3.6      Provider Orientation and Training. GHI HMO shall be responsible for all provider
                 relations and orientation for Provider and Personnel, including provider relations
                 meetings, consultations and other programs. Provider shall provide orientation time
                 to GHI HMO for in-service training of Provider and Personnel to ensure familiarity
                 with GHI HMO policies and procedures.

        3.7      Volume. Provider acknowledges that GHI HMO does not promise or otherwise
                 guarantee any particular volume of referrals of Members to Provider.

4.      RECORDS

        4.1.     Maintenance. Provider shall maintain adequate administrative, financial, and
                 medical records for all Covered Services provided to Members in accordance with
                 generally accepted accounting and business practices and in accordance with
                 applicable state and federal laws, rules and regulations. Provider agrees to retain all
                 medical records for a period of at least six (6) years from the date of service, or in
                 the case of a minor, for at least six (6) years after the age of majority, as otherwise
                 required by law. Records also shall comply with the standards of GHI HMO.

        4.2.     Confidentiality. The parties agree that all Member medical records shall be treated as
                 confidential so as to comply with all federal and state laws regarding the
                 confidentiality of medical records. Consistent with all applicable federal and state
                 laws, Provider will take all appropriate actions to maintain the confidentiality of each
                 Member’s medical records and use his or her best efforts to prevent any unauthorized
                 disclosure of such records. Provider agrees to establish and maintain procedures and
                 controls so that no information contained in records relating to the performance of
                 services under this Agreement, including information obtained from others in
                 providing services under the terms of this Agreement, shall be used or disclosed by
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                                                                               Revised January 2010
                 Provider, its agents, officers or employees, except as required or permitted by federal
                 or state law or regulation.

                 Provider agrees to comply with all HIV confidentiality requirements under Title
                 27-F and Section 2784 of the Public Health Law.

        4.3.     Consent to Disclosure. Consent for disclosure of a Member’s medical records shall be
                 obtained from every Member with legal capacity to consent by the Provider. Such
                 consent is generally obtained by GHI HMO upon enrollment. If consent has not yet
                 been obtained, Provider shall make reasonable efforts to obtain consent at the time of
                 Member’s initial visit with Provider. In the event such consent has not yet been obtained
                 at the time Provider is requested to disclose the Member’s medical records under this
                 Agreement, Provider agrees to cooperate with GHI HMO in obtaining the Member’s
                 authorization for the release of the Member’s medical records. Provider shall provide
                 access to member records to GHI HMO and IPA (to the extent applicable), as well as to
                 all health care providers treating Member. Subject to all applicable statutory and
                 regulatory requirements, medical records shall remain available to each physician
                 and other health care professional treating each Member and, upon request, and at no
                 cost to GHI HMO (or any proper committee of GHI HMO) for review to determine
                 whether their content and quality are acceptable, as well as for peer review or
                 grievance review.

        4.4.     Access. Unless expressly prohibited by law regarding confidentiality or otherwise,
                 Provider shall permit: (i) GHI HMO and/or appropriate federal and state regulatory
                 agencies to have access to or to receive copies at no cost of Members' medical
                 records and/or encounter data regarding services provided to Members; and (ii)
                 upon request, an appropriate federal or state regulatory agency, to receive copies at
                 no charge, of any accounting, administrative, and medical records maintained by
                 Provider, to the extent such records pertain to Members and/or Provider’s
                 participation in this Agreement Provider shall notify GHI HMO of the receipt of any
                 request by any attorneys, courts of law or administrative bodies for information
                 relating to the provision of Physician Services to Members.

        4.5      The provisions of this Section 4 shall survive the termination of the Agreement
                 regardless of the cause giving rise to termination.

5.      BILLING REQUIREMENTS AND REIMBURSEMENT FOR SERVICES

        5.1      Basis of Payment. Provider agrees to accept reimbursement from GHI HMO as full
                 compensation for all Physician Services rendered to Members under any applicable
                 GHI HMO Program and/or through any applicable GHI HMO network.
                 Reimbursement shall be made at the lesser of i) Provider’s charges or ii) the rates set
                 forth in Exhibit “A” of this Agreement "Provider Reimbursement", as amended by
                 GHI HMO from time to time. Provider also agrees that where a Physician Service is
                 provided for which there is no designated reimbursement amount in the applicable
                 network reimbursement schedule, Provider agrees to accept 68% of billed charges as

Hmo.phy.v.7.00                                      11                     GHI HMO-LF-PROV 2010-01
                                                                                Revised January 2010
                 payment in full until a designated reimbursement amount has been established. All
                 reimbursement shall be reduced by any applicable copay or coinsurance. Provider
                 shall collect and retain, and GHI HMO will be credited for, any applicable
                 copayment, or coinsurance.

        5.2       Submission of Claims for Services Rendered. Provider shall bill GHI HMO using
                 electronic clearinghouses designated by GHI HMO, wherever possible. If such
                 clearinghouse is not available, Provider shall bill GHI HMO using only claims
                 submission forms and formats acceptable to GHI HMO. In order for any claim to be
                 paid, the claim must be a Clean Claim and must meet the following minimum
                 conditions:

                 •       The claim must be for a Physician Service;
                 •       Provider must have obtained any required prior authorization for that service;
                 •       Provider shall submit claims for Covered Services rendered to Members
                         within one hundred twenty (120) days from the date of service or, in the
                         event that there is a coordination of benefits issue, within ninety (90) days
                         from the date the Explanation of Benefits was issued by the primary payor or
                         any greater period as set forth in the Provider Manual.
                 •       The claim must comply with all of GHI HMO's billing protocols, including
                         but not limited to the provision of a UB-92, HCFA 1500 or other form
                         reasonably required by GHI HMO; and
                 •       The claim must comply with any additional requirements mandated by
                         federal or state regulatory agencies.
                 •       The information provided must be accurate.

        5.3
                 Adjudication of Claims. Claims will be adjudicated in accordance with GHI HMO’s
                 claims payment policies and procedures as outlined in the Provider Manual.

        5.4
                 Timing of Payment. Plan will not pay claims submitted later than the applicable
                 period. Practitioner shall be paid for Covered Services rendered in accordance with
                 the provisions set forth in Attachment A. The Plan shall use its best efforts to
                 adjudicate or facilitate adjudication of claims in accordance with the timeframes
                 provided in the Provider Manual and the New York State Prompt Pay Laws (New
                 York Insurance Law section 3224-a, as applicable). Practitioner agrees that in the
                 event of any overpayment to Practitioner by the Plan, Practitioner shall, without any
                 inquiry or demand from the Plan, promptly reimburse the Plan the amount of any
                 such overpayment, or be subject to offset by the Plan. Claims denied for untimely
                 filing shall not be billed to the Members.


        5.5
                 No Billing of Members and Continuation of Benefits.

                 5.5.1   Provider agrees that in no event including, but not limited to, nonpayment by

Hmo.phy.v.7.00                                     12                    GHI HMO-LF-PROV 2010-01
                                                                              Revised January 2010
                         GHI HMO, insolvency of GHI HMO or breach of this Agreement, shall
                         Provider or Personnel bill, charge, collect a deposit from, seek
                         compensation, remuneration or reimbursement from or have recourse
                         against a Member or persons (other than GHI HMO) acting on the
                         Member’s behalf. This provision shall not prohibit Provider from collecting
                         from Members for copayments, or coinsurance or fees for non-Covered
                         Services delivered on a fee-for-service basis to Members, provided that
                         Member has agreed prospectively in writing to assume financial
                         responsibility for the non-Covered Services.

                 5.5.2    Provider agrees that in the event of the insolvency of GHI HMO or other
                         cessation of operations, that: i) benefits to Members will continue through
                         the period for which premium has been paid to GHI HMO; ii) benefits to
                         Members confined in an inpatient facility on the date of insolvency or other
                         cessation of operations will continue until they are discharged, and; iii)
                         benefits to Members receiving outpatient services will continue until
                         completion of a course of treatment or transfer to another provider.

                 5.5.3   Provider agrees that these provisions in Section 5.6 shall survive the
                         termination of this Agreement regardless of the cause giving rise to
                         termination and shall be construed to be for the benefit of the Member and
                         that these provisions supersede any oral or written agreement to the contrary
                         now existing or hereafter entered into between Provider and Members or any
                         persons acting on their behalf. No changes in the insolvency protection or
                         continuation of benefits provisions shall be made without prior approval of
                         the Commissioner of the New York State Department of Health.

        5.6.     Claims Payment Denial. If any service or claim is deemed by GHI HMO to be
                 inappropriate, not Medically Necessary, excessive, non-authorized, beyond the
                 certified length of stay authorized by the Medical Director as determined by
                 concurrent medical review, not submitted to GHI HMO within the required time
                 period, or not a Covered Service to a Member, payment for those services will be
                 denied. Provider agrees that such charges will be waived and neither GHI HMO nor
                 the Member will be billed for those services.

        5.7.     Coordination of Benefits. Provider shall cooperate fully with GHI HMO in
                 coordinating benefits with other health care plans, insurance carriers or third
                 parties. Provider agrees to bill any primary carrier(s) or responsible third parties
                 for services rendered to Members prior to billing GHI HMO. GHI HMO's payment
                 obligation to Provider shall be reduced by the amount paid by other carriers or
                 responsible third parties. GHI HMO will pay any balance due up to that amount it
                 otherwise would have paid under this Agreement after payment from the primary
                 payor is received. Upon request, GHI HMO and Provider agree to share information
                 pertaining to the existence of other coverage.

        5.8.     Auditing of Provider Records. GHI HMO shall have access to and the right to audit

Hmo.phy.v.7.00                                    13                    GHI HMO-LF-PROV 2010-01
                                                                             Revised January 2010
                 Provider records on request, to determine whether Provider records accurately reflect
                 the Physician Services actually provided to Members. Such records will be made
                 available without cost to GHI HMO.

        5.9      Physician Incentives. The parties shall comply with the rules applicable to Physician
                 Incentive Plan (PIP) Regulations as set forth in 42 CFR 417.479 and 42 CFR 434.70.
                  The parties agree to incorporate this provision into any agreements which relate to
                 or arise out of this Agreement. The parties also acknowledge that no specific
                 payment will be made under this Agreement directly or indirectly to a physician or
                 physician group as an inducement to reduce or limit medically necessary services
                 furnished to a Member.

6.      TERM OF AGREEMENT AND TERMINATION

        6.1      Term. The initial term of this Agreement shall commence on the date GHI HMO
                 executes the signature page and shall continue until December 31 of the calendar
                 year following the year in which it was executed. It shall thereafter be automatically
                 renewed for successive one (1) year terms unless either party gives the other party
                 sixty (60) days written notice of its intention not to renew prior to the end of any
                 such renewal term or this Agreement is terminated within the terms of this Section 6.

        6.2      The parties understand and acknowledge that this Agreement is subject to the
                 approval of the Commissioner of the New York State Department of Health and that
                 the parties will amend the Agreement consistent with any provisions required by the
                 New York State Department of Health. The parties further agree to terminate this
                 Agreement effective sixty (60) days subsequent to notice from the New York State
                 Department of Health, subject to New York State Public Health Law § 4406(6)(e).

        6.3      Termination of Agreement. Notwithstanding the foregoing, this Agreement may be
                 terminated as follows:

                 6.3.1   Termination by Mutual Consent. This Agreement may be terminated at any
                         time by mutual written consent of the parties.

                 6.3.2   Termination for Cause. Subject to Provider's due process rights pursuant to
                         New York Public Health Law § 4406-d, GHI HMO may terminate this
                         Agreement upon the material default or breach by Provider of one or more of
                         its obligations, including but not limited to failure to meet GHI HMO’s
                         credentialing requirements, hereunder provided that GHI HMO gives
                         Provider at least sixty (60) days prior written notice to Provider of such
                         termination.

                 6.3.3   Termination without Cause. Subject to Provider's due process rights
                         pursuant to New York Public Health Law § 4406-d, this Agreement may be
                         terminated, with or without cause, by either party upon sixty (60) day prior
                         written notice to the other party.
Hmo.phy.v.7.00                                     14                    GHI HMO-LF-PROV 2010-01
                                                                              Revised January 2010
                 6.3.4   Immediate Termination. This Agreement may be immediately terminated by
                         GHI HMO, in its sole discretion, at any time due to: (a) a final disciplinary
                         action by a state licensing board or other governmental agency that impairs
                         Provider's ability to practice; (b) a determination of fraud involving Provider;
                         or (c) Plan's determination, in its sole discretion, that Provider's continued
                         provision of Physician Services under this Agreement creates an imminent
                         harm to Members.

                 6.3.5   Termination for Failure to Maintain Applicable License(s) or Insurance
                         Coverage. Provider shall have the right to terminate this Agreement
                         immediately upon notice in the event that GHI HMO ceases to be duly
                         licensed under applicable New York law or fails to maintain any of the
                         insurance coverages required by Section 7 of this Agreement. GHI HMO
                         may terminate this Agreement, subject to Section 6.3.2, in the event that
                         Provider ceases to be duly license under applicable New York law or fails to
                         maintain any of the insurance coverages required by Section 7 of this
                         Agreement.

        6.4      Effect of Termination. As of the date of termination of this Agreement in
                 accordance with this Section , this Agreement shall be considered of no further force
                 or effect whatsoever, and each of the parties shall be relieved and discharged from its
                 respective rights and obligations hereunder, except as otherwise specifically provided
                 herein and except that:

                 6.4.1   The parties' rights and obligations under Sections 4 and 5 above and 6.4.4
                         and 7 below (regarding confidentiality, access and maintenance of records,
                         billing and reimbursement, and continuation of services and insurance,
                         respectively) of this Agreement shall not be extinguished but shall continue
                         in effect for the time periods stated therein;

                 6.4.2   Any or either party's rights to receive its respective payments for claims for
                         Physician Services and any sums that were earned, or due and owing, as the
                         case may be, prior to termination of this Agreement shall continue in effect

                 6.4.3   Provider shall not be released from its obligation not to seek any payment
                         from Members for Physician Services provided prior to termination of this
                         Agreement as set forth in Section 5.6; and

                 6.4.4   Provider shall complete any course of treatment to any individual Member,
                         in accordance with the terms of this Agreement (including compensation), for
                         whom treatment was ongoing on the date of termination for a transitional
                         period up to (180) one hundred and eighty days from the date the member is
                         notified of the termination, or, if the Member is a woman in her second
                         trimester of pregnancy on the date of termination, for a transitional period
                         that includes the provision of post-partum care directly related to the
Hmo.phy.v.7.00                                     15                     GHI HMO-LF-PROV 2010-01
                                                                               Revised January 2010
                        delivery. For Members confined to an inpatient service, Provider shall also
                        complete any course of treatment in progress until a medically appropriate
                        discharge or transfer is made, or completion of the course of treatment is
                        made, whichever first occurs. Provider acknowledges that Provider shall
                        continue to provide treatment during these transitional periods even if
                        Agreement terminates due to GHI HMO’s insolvency. Provider and GHI
                        HMO understand and acknowledge that any decision to continue treatment
                        with Provider during the applicable transitional period shall be made by the
                        Member.

7.      INSURANCE

        7.1      GHI HMO Insurance. GHI HMO at its sole cost and expense, shall maintain
                 comprehensive general/umbrella liability insurance with limits not less than $1
                 Million per occurrence and $3 Million in the aggregate and professional liability
                 insurance with limits not less than $1 Million per occurrence and $3 million in the
                 aggregate. Such insurance shall be obtained from a commercial insurance carrier
                 approved to do business in the State of New York or from a duly established and
                 funded self- or pooled- insurance program. GHI HMO shall, upon request, provide
                 Provider with proof of insurance coverage.

        7.2      Provider Insurance. Provider, at Provider’s sole cost and expense, shall maintain
                 (or cause to be in effect) comprehensive general liability insurance with limits not
                 less than $1 Million per occurrence and $3 Million in the aggregate and
                 professional liability insurance with limits not less than $1 Million per occurrence
                 and $3 million in the aggregate. Such insurance shall be obtained from a
                 commercial insurance carrier admitted to do business in the State of New York or
                 from a duly established and funded self- or pooled- insurance program reasonably
                 acceptable to GHI HMO. The professional liability insurance coverage shall be
                 on an occurrence basis or if on a "claims made" basis shall include appropriate
                 tail coverage. Provider shall cause each insurance carrier providing such
                 coverage to give to GHI HMO at least thirty (30) days prior written notice of any
                 material modification, reduction or termination of such coverage. Provider shall,
                 upon request, provide GHI HMO with proof of insurance coverage.

8.      INDEMNIFICATION.

        8.1      Practitioner shall indemnify, defend and hold IPA and the Plan, their officers,
        directors, employees, agents, independent contractors and affiliates harmless from and
        against all claims, damages, causes of action, cost or expense, including court costs and
        reasonable attorney fees, to the extent caused by any negligent act or omission or other
        conduct by Practitioner, his/her/its employees, and agents arising out of or in connection
        with this Agreement. This clause shall survive termination of this Agreement, regardless
        of the cause giving rise to termination.



Hmo.phy.v.7.00                                    16                    GHI HMO-LF-PROV 2010-01
                                                                             Revised January 2010
        8.2      IPA shall indemnify, defend and hold harmless Practitioner from and against all
        claims, damages, causes of action, cost or expense, including court costs and reasonable
        attorney fees, to the extent caused by any negligent act or omission or other conduct by
        IPA, its officers, directors, employees, agents, and affiliates arising out of or in
        connection with IPA’s obligations under this Agreement. This clause shall survive
        termination of this Agreement, regardless of the cause giving rise to termination.

9.      MISCELLANEOUS.

        9.1      Governing Law. The validity, enforceability, and interpretation of any of the
                 clauses of this Agreement shall be determined and governed by the laws of the
                 State of New York.

        9.2      Notwithstanding an other provisions of this Agreement, Provider and GHI HMO
                 shall comply with the provisions of Chapter 705 of the Laws of 1996 and all
                 amendments thereto.

        9.3      Independent Contractor Status. None of the provisions of this Agreement are
                 intended to create, nor shall be designed or construed to create, any relationship
                 between Provider and GHI HMO other than that of independent entities
                 contracting with each hereunder solely for effecting the provisions of the
                 Agreement. Neither of the parties hereto, nor any of their respective
                 representatives, shall be construed to be the agent, the employer, or representative
                 of the other.

        9.4      Subcontracts. Provider agrees not to subcontract with any other person or entity
                 for the provision of Physician Services without the express prior approval of GHI
                 HMO. Provider agrees that any and all providers engaged by the Provider to
                 perform services set forth in this Agreement will execute a subcontract with the
                 Provider which shall acknowledge GHI HMO as a third party beneficiary of the
                 contract. Provider shall require subcontractors to abide by this Agreement and
                 will ensure that this Agreement is incorporated by reference in the subcontract.
                 Provider will make available within twenty (20) days of request by GHI HMO, all
                 subcontracts that provide for services to Members.

        9.5      Entire Agreement. This Agreement and the applicable Benefit Plans, Exhibits
                 and Attachments, and any other documents expressly incorporated herein by
                 reference, represent the entire agreement of GHI HMO and Provider with respect
                 to the subject matter hereof and shall together govern and control the parties'
                 rights, duties, obligations and liabilities with respect to the matters set forth
                 herein, and no statement, representation, warranty or covenant has been made by
                 any party with respect thereto except as expressly set forth in this Agreement and
                 such additional agreements or documents.

        9.6      Assignment. This Agreement and the rights and obligations hereunder shall not be
                 assigned, delegated or otherwise transferred by Provider without the prior written
Hmo.phy.v.7.00                                    17                    GHI HMO-LF-PROV 2010-01
                                                                             Revised January 2010
                 consent of GHI HMO. GHI HMO may assign, delegate or otherwise transfer its
                 rights and obligations hereunder and shall provide written notice of such
                 assignment to Provider. This Agreement shall inure to the benefit of and be
                 binding upon the parties hereto and their respective successors and permitted
                 assigns. The parties acknowledge that any such assignment, delegation or
                 transfer shall require the notification and prior approval of the New York State
                 Department of Health.

        9.7      Waiver. Any waiver by either party of a breach of any provision of this
                 Agreement shall not be deemed a waiver of any other breach of the same or any
                 other provision of this Agreement.

        9.8 Other Amendments
              (a)    Plan may amend any provision of this Agreement and any Exhibits,
             Schedules or Attachments including the fee schedule (Attachment A) hereto upon
             thirty (30) days written notice to Provider for: (i) non-fee schedule changes; (ii)
             non-adverse fee schedule changes; (iii) adverse fee schedule changes that is the
             result of a Regulatory Change as set forth in Paragraph 2 above, and (iv) adverse
             fee schedule changes that is the result of changes to fee schedules or payment
             policies established by government agencies, or changes to CPT codes or
             contractual references to a specific fee schedule, reimbursement methodology, or
             indexing mechanism. Such amendment shall become effective upon the
             expiration of the thirty (30) day notice period without action on the part of
             Provider. If Provider objects to the amendment, Provider may terminate this
             Agreement upon sixty (60) days written notice to Plan; however the amendment
             shall be in full force and effect during the termination notice period.

                 (b)    Except for those adverse reimbursement schedule changes noted in
                 subparagraph (a) above, Plan may amend the fee schedule (Attachment A) hereto
                 upon ninety (90) days written notice to Provider for all other adverse
                 reimbursement schedule changes. Such amendment shall become effective upon
                 the expiration of the ninety (90) day notice period without action on the part of
                 Provider. If Provider objects to the adverse fee schedule amendment, Provider
                 may terminate this Agreement upon thirty (30) days written notice to Plan and the
                 fee schedule reimbursement amendment will not be implemented as to Provider
                 during the termination notice period.


        9.9      Dispute Resolution. Any disputes arising out of this Agreement shall be resolved
                 in the first instance, exclusively through the grievance process for Providers as set
                 forth in the Provider Manual and Section 3.3 of this Agreement. Any appeals
                 permitted by such grievance process, including claimed defects in the grievance
                 process itself, shall be determined exclusively by binding arbitration before three
                 arbitrators selected and serving under the arbitration rules of the American Health
                 Lawyers Association (AHLA) Alternative Dispute Resolution Service. In no
                 event shall either Party be entitled to recover damages other than the actual
Hmo.phy.v.7.00                                    18                    GHI HMO-LF-PROV 2010-01
                                                                             Revised January 2010
                 damages claimed. Any such arbitration shall be held in the county in which the
                 Provider maintains its principal place of business, unless special evidentiary
                 circumstances as determined by the arbitrator, require another venue. Such
                 arbitration shall be the exclusive remedy hereunder. The decision of the arbitrator
                 may, but need not, be entered as judgment in any appropriate jurisdiction in
                 accordance with the provisions of the laws thereof, the parties hereby submitting,
                 subject to lawful service of papers, to the jurisdiction of such courts. The costs of
                 the arbitrators and the arbitration hearing and any other costs related to the
                 proceedings shall be borne equally between the Parties. Each Party shall bear the
                 costs of its own attorneys' fees. Copies of all requests for arbitration and any
                 arbitrator’s decision shall be given to the Commissioner of Health of the State of
                 New York. The Commissioner shall not be bound by any such arbitrator’s
                 decision.

        9.10     Enforceability. The invalidity or unenforceability of any terms or conditions hereof
                 shall in no way affect the validity or enforceability of any other term or provision
                 contained herein.

        9.11     Headings. The headings used in this Agreement are inserted for purposes of
                 convenience only and shall not affect in any way the meaning or interpretation of this
                 Agreement.

        9.12     Confidentiality. Neither party, nor its directors, officers, employees or agents may
                 disclose the terms of this Agreement to any third party for any reason except in
                 response to a subpoena or an official request by a government entity in performance
                 of its authorized duties unless disclosure is made with the written permission of both
                 parties. However, either party may disclose the terms of this Agreement to its own
                 attorneys, accountants, consultants or contractors providing such persons agree not to
                 further disclose the terms of this Agreement. Furthermore, to the extent that GHI
                 HMO discloses any of its policies, protocols or other trade secrets to Provider, such
                 information shall constitute confidential information pursuant to this section.

        9.13     Limitations. The rights of Members and the duties and obligations of GHI HMO
                 and Provider shall be subject to the following limitations:

                 9.13.1 In the event of any major disaster, epidemic, labor dispute, interruption in
                        supply or other cause beyond his or her control, Provider shall render
                        services in so far as practical according to its best judgment within the
                        limitations of facilities and personnel which are then available.

                 9.13.2 Nothing herein shall impinge on the rights of the New York State
                        Department of Health.

        9.14 Notice. Any notice given under this Agreement to GHI shall be sent in writing by
        certified mail, return receipt requested, postage prepaid, or by overnight courier service, with
        a copy to General Counsel, at: GHI HMO Select, Inc. 55 Water Street, New York, New York
Hmo.phy.v.7.00                                     19                    GHI HMO-LF-PROV 2010-01
                                                                              Revised January 2010
        10041, Attn: Senior Vice President, Provider Network Management. Any notice given to
        Agency shall be in writing and sent or otherwise transmitted: (i) by overnight carrier, (ii) by
        posting on the Web site; (iii) electronically to a designated contact at an agreed upon e-mail
        address; or (iv) by certified mail, return receipt requested at: the address set forth at the
        beginning of this Agreement. Notice shall be effective in the case of (i) overnight courier
        service, on the next business day after the notice is sent; (ii) certified mail, three business (3)
        days after the letter is deposited, postage prepaid, in a United States post office depository;
        and (iii) upon posting on the Web site or sent electronically.




Hmo.phy.v.7.00                                      20                     GHI HMO-LF-PROV 2010-01
                                                                                Revised January 2010
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above by executing the signature page attached hereto.


                                GHI HMO SELECT, INC.
                         PROVIDER AGREEMENT SIGNATURE PAGE

        GHI HMO SELECT, INC.:




        Date:_____________________________

        PROVIDER:

        Signature:    _______________________________________________

        Name/Title:__________________________________________________

        On Behalf Of (if applicable): ____________________________________

        Date: ______________________________________________________

        Address:_____________________________________________________

        Phone Number:           __________________________________________

        DEA# (if applicable):      _______________________________________

        Tax ID: _____________________________________________________


        CAQH ID No. ________________

                                                          Agreement no.______




Hmo.phy.v.7.00                                21                 GHI HMO-LF-PROV 2010-01
                                                                      Revised January 2010
                                   ATTACHMENT A
                            TO THE AGREEMENT/CONTRACT
                            BETWEEN GHI HMO SELECT, INC.
                                          AND


                      _________________________________________________


        The following Personnel agree to all Articles as contained in the Agreement/Contract and/or
        any Amendments between GHI HMO and __________________________.


        SIGNATURE: ______________________________              __________________________
                                                               (Specialty)
        PRINT NAME:______________________________

        DATE:          ______________________________


        SIGNATURE: _______________________________             ___________________________
                                                               (Specialty)
        PRINT NAME:_______________________________

        DATE:         ________________________________


        SIGNATURE:________________________________             _____________________________
                                                               (Specialty)
        PRINT NAME:_______________________________

        DATE:         ________________________________


        SIGNATURE: _______________________________             ____________________________
                                                               (Specialty)
        PRINT NAME:_______________________________

        DATE:         ________________________________




Hmo.phy.v.7.00                                  22                    GHI HMO-LF-PROV 2010-01
                                                                           Revised January 2010
                                            EXHIBIT A

                                 REIMBURSEMENT SCHEDULE


        Provider shall be reimbursed according to the GHI HMO Select, Inc Fee
        Schedule applicable to provider




Hmo.phy.v.7.00                                23                  GHI HMO-LF-PROV 2010-01
                                                                       Revised January 2010
                                    APPENDIX B
                        CERTIFICATION REGARDING LOBBYING


The undersigned certifies, to the best of his or her knowledge, that:

1.      No Federal appropriated funds have been paid or will be paid to any person by or on
        behalf of the Contractor for the purpose of influencing or attempting to influence an
        officer or employee of any agency, a Member of Congress, an officer or employee of a
        Member of Congress in connection with the award of any Federal loan, the entering into
        of any cooperative agreement, or the extension, continuation, renewal, amendment, or
        modification of any Federal contract, grant, loan, or cooperative agreement.

2.      If any funds other than Federal appropriated funds have been paid or will be paid to any
        person for the purpose of influencing or attempting to influence an officer or employee of
        any agency, a Member of Congress in connection with the award of any Federal contract,
        the making of any Federal grant, the making of any Federal loan, the entering into of any
        cooperative agreement, or the extension, continuation, renewal, amendment, or
        modification of any Federal contract, grant, loan, or cooperative agreement, and the
        Agreement exceeds $100,000, the Contractor shall complete and submit Standard Form -
        LLL "Disclosure Form to Report Lobbying", in accordance with its instructions.

3.      The Contractor shall include the provisions of this section in all provider Agreements
        under this Agreement and require all Participating providers whose Provider Agreements
        exceed $100,000 to certify and disclose accordingly to the Contractor.

        This certification is a material representation of fact upon which reliance was place when
this transaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction pursuant to U.S.C. Section 1352. The failure to file the
required certification shall subject the violator to a civil penalty of not less than $10,000 and not
more than $100,000 for each such failure.


DATE: ________________________________________________________________

SIGNATURE: __________________________________________________________

TITLE: ________________________________________________________________

ORGANIZATION: ______________________________________________________




Hmo.phy.v.7.00                                   24                     GHI HMO-LF-PROV 2010-01
                                                                             Revised January 2010
                                          APPENDIX C

                    NEW YORK STATE DEPARTMENT OF HEALTH
                             STANDARD CLAUSES
                  FOR MANAGED CARE PROVIDER/IPA CONTRACTS

                                         (Revised 1/1/07)

       Notwithstanding any other provision of this agreement, contract, or amendment
(hereinafter “the Agreement” or “this Agreement”) the parties agree to be bound by the
following clauses which are hereby made a part of the Agreement. Further, if this Agreement is
between a Managed Care Organization and an IPA, or between an IPA and an IPA, such clauses
must be included in IPA contracts with providers, and providers must agree to such clauses.

                   DEFINITIONS FOR PURPOSES OF THIS APPENDIX

“Managed Care Organization” or “ MCO” shall mean the person, natural or corporate, or any
groups of such persons, certified under Public Health Law Article 44, who enter into an
arrangement, agreement or plan or any combination of arrangements or plans which provide or
offer, or which do provide or offer, a comprehensive health services plan.

“Independent Practice Association” or “IPA” shall mean an entity formed for the limited purpose
of arranging by contract for the delivery or provision of health services by individuals, entities
and facilities licensed or certified to practice medicine and other health professions, and, as
appropriate, ancillary medical services and equipment, by which arrangements such health care
providers and suppliers will provide their services in accordance with and for such compensation
as may be established by a contract between such entity and one or more MCOs. “IPA” may
also include, for purposes of this Agreement, a pharmacy or laboratory with the legal authority to
contract with other pharmacies or laboratories to arrange for or provide services to enrollees of a
New York State MCO.

“Provider” shall mean physicians, dentists, nurses, pharmacists and other health care
professionals, pharmacies, hospitals and other entities engaged in the delivery of health care
services which are licensed and/or certified as required by applicable federal and state law.

B.      GENERAL TERMS AND CONDITIONS

1.      This Agreement is subject to the approval of the New York State Department of Health
        and if implemented prior to such approval, the parties agree to incorporate into this
        Agreement any and all modifications required by the Department of Health for approval
        or, alternatively, to terminate this Agreement if so directed by the Department of Health,
        effective sixty (60) days subsequent to notice, subject to Public Health Law §4403(6)(e).
         This Agreement is the sole agreement between the parties regarding the arrangement
        established herein.



Hmo.phy.v.7.00                                  25                    GHI HMO-LF-PROV 2010-01
                                                                           Revised January 2010
2.                                        Any material amendment to this Agreement is subject to
        the prior approval of the Department of Health, and any such amendment shall be submitted
        for approval at least 30 days, or ninety (90) days if the amendment adds or materially
        changes a risk sharing arrangement that is subject to Department of Health review, in
        advance of anticipated execution. To the extent the MCO provides and arranges for the
        provision of comprehensive health care services to enrollees served by the Medical
        Assistance Program, the MCO shall notify and/or submit a copy of such material amendment
        to DOH or New York City, as may be required by the Family Health Plus contract between
        the MCO and DOH.

3.      Assignment of an agreement between an MCO and (1) an IPA, (2) institutional network
        provider, or (3) medical group provider that serves five percent or more of the enrolled
        population in a county, or the assignment of an agreement between an IPA and (1) an
        institutional provider or (2) medical group provider that serves five percent or more of
        the enrolled population in a county, requires the prior approval of the Commissioner of
        Health.

4.      The provider agrees, or if the Agreement is between the MCO and an IPA or between an IPA
        and an IPA, the IPA agrees and shall require the IPA’s providers to agree, to comply fully
        and abide by the rules, policies and procedures that the MCO (a) has established or will
        establish to meet general or specific obligations placed on the MCO by statute, regulation,
        or DOH or SID guidelines or policies and (b) has provided to the provider at least thirty (30)
        days in advance of implementation, including but not limited to:

•    quality improvement/management;

•    utilization management, including but not limited to precertification procedures, referral
     process or protocols, and reporting of clinical encounter data;

•    member grievances; and

•    provider credentialing.

5.      The provider or, if the Agreement is between the MCO and an IPA, or between an IPA
        and an IPA, the IPA agrees, and shall require its providers to agree, to not discriminate
        against an enrollee based on color, race, creed, age, gender, sexual orientation, disability,
        place of origin, source of payment or type of illness or condition.

6.      If the provider is a primary care practitioner, the provider agrees to provide for twenty-four
        (24) hour coverage and back up coverage when the provider is unavailable. The provider
        may use a twenty-four (24) hour back-up call service provided appropriate personnel receive
        and respond to calls in a manner consistent with the scope of their practice.

7.      The MCO or IPA which is a party to this Agreement agrees that nothing within this
        Agreement is intended to, or shall be deemed to, transfer liability for the MCO’s or IPA’s
        own acts or omissions, by indemnification or otherwise, to a provider.
Hmo.phy.v.7.00                                    26                    GHI HMO-LF-PROV 2010-01
                                                                             Revised January 2010
8.      Notwithstanding any other provision of this Agreement, the parties shall comply with the
        provisions of the Managed Care Reform Act of 1996 (Chapter 705 of the Laws of 1996) and
        Chapter 551 of the Laws of 2006, and all amendments thereto.

9.      To the extent the MCO enrolls individuals covered by the Medical Assistance and/or Family
        Health Plus programs, this Agreement incorporates the pertinent MCO obligations under the
        Family Health Plus contract between the MCO and DOH as if set forth fully herein,
        including:

a.      The MCO will monitor the performance of the Provider or IPA under the Agreement, and
        will terminate the Agreement and/or impose other sanctions, if the Provider’s or IPA’s
        performance does not satisfy standards set forth in the Family Health Plus contracts;

        b.      The Provider or IPA agrees that the work it performs under the Agreement will
        conform to the terms of the Family Health Plus contract between the MCO and DOH, and
        that it will take corrective action if the MCO identifies deficiencies or areas of needed
        improvement in the Provider’s or IPA’s performance; and

        c.      The Provider or IPA agrees to be bound by the confidentiality requirements set forth
        in the Family Health Plus contract between the MCO and DOH.

         d.   The MCO and the Provider or IPA agree that a woman’s enrollment in the MCO’s
        Family Health Plus product is sufficient to provide services to her newborn, unless the
        newborn is excluded from enrollment in Family Health Plus or the MCO does not offer a
        Medicaid managed care product in the mother’s county of fiscal responsibility.

        e.     The MCO shall not impose obligations and duties on the Provider or IPA that are
        inconsistent with the Family Health Plus contracts, or that impair any rights accorded to
        DOH, the local Department of Social Services, or the United States Department of Health
        and Human Services.

10.     The parties to this Agreement agree to comply with all applicable requirements of the
        Federal Americans with Disabilities Act.

11.     The provider agrees, or if the Agreement is between the MCO and an IPA or between an
        IPA and an IPA, the IPA agrees and shall require the IPA’s providers to agree, to comply
        with the HIV confidentiality requirements of Article 27-F of the Public Health Law.

C.      PAYMENT; RISK ARRANGEMENTS

1.      Enrollee Non-liability. Provider agrees that in no event, including, but not limited to,
        nonpayment by the MCO or IPA, insolvency of the MCO or IPA, or breach of this
        Agreement, shall Provider bill, charge, collect a deposit from, seek compensation,
        remuneration or reimbursement from, or have any recourse against a subscriber, an
        enrollee or person (other than the MCO or IPA) acting on his/her/their behalf, for
Hmo.phy.v.7.00                                   27                    GHI HMO-LF-PROV 2010-01
                                                                            Revised January 2010
        services provided pursuant to the subscriber contract or Family Health Plus contract and
        this Agreement, for the period covered by the paid enrollee premium. In the case of
        Family Health Plus, provider agrees that, during the time an enrollee is enrolled in the
        MCO, he/she/it will not bill the New York State Department of Health for Covered
        Services within the Family Health Plus Benefit Package, as set forth in the Agreement
        between the MCO and the New York State Department of Health. This provision shall
        not prohibit the provider, unless the MCO is a managed long term care plan designated as
        a Program of All-Inclusive Care for the Elderly (PACE), from collecting copayments,
        coinsurance amounts, or permitted deductibles, as specifically provided in the evidence
        of coverage, or fees for uncovered services delivered on a fee-for-service basis to a
        covered person provided that provider shall have advised the enrollee in writing that the
        service is uncovered and of the enrollee's liability therefor prior to providing the service.
        Where the provider has not been given a list of services covered by the MCO, and/or
        provider is uncertain as to whether a service is covered, the provider shall make
        reasonable efforts to contact the MCO and obtain a coverage determination prior to
        advising an enrollee as to coverage and liability for payment and prior to providing the
        service. This provision shall survive termination of this Agreement for any reason, and
        shall supersede any oral or written agreement now existing or hereafter entered into
        between provider and enrollee or person acting on his or her behalf.

2.      Coordination of Benefits (COB). To the extent otherwise permitted in this Agreement, the
        provider may participate in collection of COB on behalf of the MCO, with COB collectibles
        accruing to the MCO or to the provider. However, with respect to enrollees eligible for
        medical assistance, or participating in Family Health Plus, the provider shall maintain and
        make available to the MCO records reflecting COB proceeds collected by the provider or
        paid directly to enrollees by third party payers, and amounts thereof, and the MCO shall
        maintain or have immediate access to records concerning collection of COB proceeds.

3.      The parties agree to comply with and incorporate the requirements of Physician Incentive
        Plan (PIP) Regulations contained in 42 CFR §438.6(h), 42 CFR § 422.208, and 42 CFR §
        422.210 into any contracts between the contracting entity (provider, IPA, hospital, etc.)
        and other persons/entities for the provision of services under this Agreement. No specific
        payment will be made directly or indirectly under the plan to a physician or physician
        group as an inducement to reduce or limit medically necessary services furnished to an
        enrollee.

D.      RECORDS; ACCESS

1.      Pursuant to appropriate consent/authorization by the enrollee, the provider will make the
        enrollee's medical records and other personally identifiable information (including encounter
        data for government-sponsored programs) available to the MCO (and IPA if applicable), for
        purposes including preauthorization, concurrent review, quality assurance, provider claims
        processing and payment. The provider will also make enrollee medical records available to
        the State for management audits, financial audits, program monitoring and evaluation,
        licensure or certification of facilities or individuals, and as otherwise required by state law.
        The provider shall provide copies of such records to DOH at no cost. The provider (or IPA
Hmo.phy.v.7.00                                    28                     GHI HMO-LF-PROV 2010-01
                                                                              Revised January 2010
        if applicable) expressly acknowledges that he/she/it shall also provide to the MCO and the
        State (at no expense to the State), on request, all financial data and reports, and information
        concerning the appropriateness and quality of services provided, as required by law. These
        provisions shall survive termination of the contract for any reason.

2.      When such records pertain to Family Health Plus reimbursable services the provider agrees
        to disclose the nature and extent of services provided and to furnish records to DOH and/or
        the United States Department of Health and Human Services, the County Department of
        Social Services, the Comptroller of the State of New York, the New York State Attorney
        General, and the Comptroller General of the United States and their authorized
        representatives upon request. This provision shall survive the termination of this Agreement
        regardless of the reason.

3.      The parties agree that medical records shall be retained for a period of six (6) years after
        the date of service, and in the case of a minor, for three (3) years after majority or six (6)
        years after the date of service, whichever is later, or for such longer period as specified
        elsewhere within this Agreement. This provision shall survive the termination of this
        Agreement regardless of the reason.

4.      The MCO and the provider agree that the MCO will obtain consent directly from
        enrollees at the time of enrollment or at the earliest opportunity, or that the provider will
        obtain consent from enrollees at the time service is rendered or at the earliest opportunity,
        for disclosure of medical records to the MCO, to an IPA or to third parties. If the
        Agreement is between an MCO and an IPA, or between an IPA and an IPA, the IPA
        agrees to require the providers with which it contracts to agree as provided above. If the
        Agreement is between an IPA and a provider, the provider agrees to obtain consent from
        the enrollee if the enrollee has not previously signed a consent for disclosure of medical
        records.

E.      TERMINATION AND TRANSITION

1.      Termination or non-renewal of an agreement between an MCO and an IPA, institutional
        network provider, or medical group provider that serves five percent or more of the enrolled
        population in a county, or the termination or non-renewal of an agreement between an IPA
        and an institutional provider or medical group provider that serves five percent or more of
        the enrolled population in a county, requires notice to the Commissioner of Health. Unless
        otherwise provided by statute or regulation, the effective date of termination shall not be less
        than 45 days after receipt of notice by either party, provided, however, that termination, by
        the MCO may be effected on less than 45 days notice provided the MCO demonstrates to
        DOH’s satisfaction prior to termination that circumstances exist which threaten imminent
        harm to enrollees or which result in provider being legally unable to deliver the covered
        services and, therefore, justify or require immediate termination.

2.      If this Agreement is between the MCO and a health care professional, the MCO shall
        provide to such health care professional a written explanation of the reasons for the proposed
        contract termination, other than non-renewal, and an opportunity for a review as required by
Hmo.phy.v.7.00                                    29                     GHI HMO-LF-PROV 2010-01
                                                                              Revised January 2010
        state law. The MCO shall provide the health care professional 60 days notice of its decision
        to not renew this Agreement.

3.      If this Agreement is between an MCO and an IPA, and the Agreement does not provide for
        automatic assignment of the IPA’s provider contracts to the MCO upon termination of the
        MCO/IPA contract, in the event either party gives notice of termination of the Agreement,
        the parties agree, and the IPA's providers agree, that the IPA providers shall continue to
        provide care to the MCO's enrollees pursuant to the terms of this Agreement for 180 days
        following the effective date of termination, or until such time as the MCO makes other
        arrangements, whichever first occurs. This provision shall survive termination of this
        Agreement regardless of the reason for the termination.

4.      Continuation of Treatment. The provider agrees that in the event of MCO or IPA
        insolvency or termination of this contract for any reason, the provider shall continue,
        until medically appropriate discharge or transfer, or completion of a course of treatment,
        whichever occurs first, to provide services pursuant to the subscriber contract or Family
        Health Plus contract, to an enrollee confined in an inpatient facility, provided the
        confinement or course of treatment was commenced during the paid premium period.
        For purposes of this clause, the term “provider” shall include the IPA and the IPA’s
        contracted providers if this Agreement is between the MCO and an IPA. This
        provision shall survive termination of this Agreement.

5.      Notwithstanding any other provision herein, to the extent that the provider is providing
        health care services to enrollees under the Family Health Plus Program, the MCO or IPA
        retains the option to immediately terminate the Agreement when the provider has been
        terminated or suspended from the Family Health Plus Program.

6.      In the event of termination of this Agreement, the provider agrees, and, where applicable, the
        IPA agrees to require all participating providers of its network to assist in the orderly transfer
        of enrollees to another provider.

F.      ARBITRATION

1.      To the extent that arbitration or alternative dispute resolution is authorized elsewhere in this
        Agreement, the parties to this Agreement acknowledge that the Commissioner of Health is
        not bound by arbitration or mediation decisions. Arbitration or mediation shall occur within
        New York State, and the Commissioner of Health will be given notice of all issues going to
        arbitration or mediation, and copies of all decisions.

G.      IPA-SPECIFIC PROVISIONS

1.      Any reference to IPA quality assurance (QA) activities within this Agreement is limited to
        the IPA’s analysis of utilization patterns and quality of care on its own behalf and as a
        service to its contract providers.



Hmo.phy.v.7.00                                     30                     GHI HMO-LF-PROV 2010-01
                                                                               Revised January 2010

				
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