Participating Provider Agreement

This Participating Provider Agreement (hereinafter the “Agreement”) is made and entered into as of this ______day of ______2017 by and between Total Medical Discount Plan, Inc. a Florida Corporation (hereinafter called “TMDP” ) and ______(hereinafter called the “Provider”). For the purposes of this Agreement, any and all reference to Provider shall include any contracted entity, employees of the contracted entity, and any subcontractors engaged in the business of delivering healthcare and related services to consumers on the entity’s behalf.

WITNESSETH

WHEREAS Total Medical Discount Plan, Inc. (hereinafter “TMDP”) is a Discount Medical Plan Organization licensed in the state of Florida to provide discounted fees for health care and related services to its consumer subscribers, and,

WHEREAS Provider is in the business of delivering healthcare and related services and is licensed and/or otherwise qualified to provide the healthcare and/or related services specified in Schedule 1 to consumers, and

WHEREAS TMD and Provider wish to enter into this agreement for the provision of discounted fee for service(s) to TMD subscribers

NOW, THEREFORE in consideration of the mutual promises contained herein for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1) RECITALS. The recitals stated above are true and correct and are incorporated herein by reference.

2) DEFINED TERMS. When used herein, the following defined terms shall have the respective meanings set forth below:

  1. “AHCA” shall mean the Florida Agency for Healthcare Administration.
  2. “Contracted Consumer[1]” (hereinafter, “CC”) shall mean any person, or eligible dependent of such person, who is eligible to receive discounts and who has enrolled in a plan offered by TMD.
  3. “Covered Services”[2] shall mean all health care related services and/or goods enumerated in Section 1of this Provider agreement, rendered by a Provider to a contracted consumer.
  4. “DMPO” shall mean Discount Medical Plan Organization as defined by the Florida Office of Insurance Regulation.
  5. “Free Access” shall mean any bona fide contracted consumer has unlimited access to the Provider’s services contracted in Schedule 1.
  6. “Health Professional” shall mean any person, group or organization, other than a physician, licensed under Florida law, or, as applicable, the law of another State, engaged in the delivery of medical services, which has contracted with TMDP. to provide medical services to the contracted consumer.
  7. “Inpatient Covered[3] Services” shall mean Covered Medical Services provided to a registered bed patient in a hospital.
  8. “Medical Service Provider” shall mean a health care ancillary service or other organization or facility, or a mobile unit which has contracted with TMDP. to provide medical services or supplies, including imaging or diagnostic centers, mobile mammography facilities or mobile units, and medical equipment suppliers. The parties hereto recognize that TMDP may from time to time, amend its listing of Medical Service Providers.
  9. “Outpatient Services” shall mean medical services provided in a non hospital based health care facility or at a hospital to patients that are ambulatory.
  10. “Participating Hospital, Nursing Home, or Home Health Agency” shall mean a hospital, nursing home or home health agency with which TMDP has contracted to render inpatient or Outpatient Medical Services or Home Care services to CCs. TMDP will from time to time amend its list of providers.
  11. “Participating Provider” shall include the following entities: Provider, Medical Service Provider, Health Professional, Participating Hospital, Participating Pharmacy, Dispensary, Nursing Home or Home Health Agency as the case may be with whom TMDP has entered into contract to render such services or supplies to CCs.
  12. “Service Delivery Site” shall mean the location, including medical facility or office, where Provider provides health care services to CCs or otherwise makes arrangements for the provision of those health care services.

3.) DUTIES AND RESPONSIBILITIES OF THE PROVIDER

  1. Provision of Health Services. Provider agrees to provide Health Services to CCs in accordance with the terms and conditions of this agreement. Provider shall render Health care Services in compliance with all laws, rules and regulations applicable to Provider and TMDP and in accordance with this agreement. Provider shall render Health Care Services in the same manner and same availability as Provider renders services to provider’s other patients; provided that where this agreement requires Provider render Health Care Services in a different manner or with different availability than Provider renders services to other Provider’s patients The terms of this agreement shall control. Providers shall not discriminate against any CC in the provision of Health Care Services hereunder, whether on the basis of the CCs age, gender, race, color, religion, origin, sexual orientation, disability, health status, source of payment, including without limitation, the existence of a grievance by a CC against the Provider. Provider agrees to provide medical services to CCs in accordance with the prevailing standards and practices of the professional community.
  2. Office Hours and After Hours Coverage. Provider shall maintain such offices, equipment, patient services and Health Professionals as may be necessary to render Health Care Services under this Agreement. Nothing in this section shall relieve Provider of their obligation to provide medical coverage for CCs twenty-four (24) hours a day, seven (7) days a week.
  3. Compliance. Provider agrees and acknowledges that adherence to all aspects of the TMDP compliance program, bylaws, rules, regulations, and policies as adopted. If Provider fails to comply with such requirements, the terms of this agreement will be terminated.
  4. Provider Representations and Warranties. Participating Provider represents and warrants, for itself, himself, or herself, as applicable, for each Covering Provider, Health Professional, and/or Medical Service Provider employed by Provider:
  5. is duly licensed and qualified to provide Health Care Services in Florida
  6. provides Health Care Services in compliance with all applicable local, state and federal laws, rules, regulations and professional standards of care
  7. holds a current DEA narcotic registration certificate, where applicable
  8. shall maintain such licensure, compliance, certification and registration throughout the term of this Agreement.
  9. shall maintain professional liability insurance in accordance with Section 10 below
  10. shall maintain a professional relationship with each CC for whom Provider renders Health Care Services and shall be responsible to such CC for medical care
  11. shall maintain all required professional credentials and meet all continuing education requirements necessary to retain Board Certification or eligibility in Provider’s area(s) of practice.
  12. shall make health education materials and programs available to CCs on the same basis that it makes such materials and programs available to the general public and shall use its best efforts to encourage CCs to participate in such health education programs.
  13. provider further represents and warrants to TMDP that (a)this Agreement constitutes the legal, valid and binding obligation of Provider, and is enforceable against Provider in accordance with its terms; (b) if it is a corporation or other entity, it is duly organized and that its owners and principals are listed on
    Schedule 2 hereto, the execution, delivery and performance of this
    Agreement has been duly authorized by all required action of the Prover, and (d) such execution, delivery and performance does not violate any provisions of the organizational document so Provider, any agreement to which Provider is a party, or any laws or regulation applicable to the Provider

4. PROVIDER COMPENSATION

Provider shall be solely responsible for collection of the discounted pricing of all Covered Services rendered to Contracted Consumers as delineated in Schedule 1 of this Agreement and the collection of funds for all services and/or goods rendered under the terms of this Agreement. Provider shall not bill or otherwise seek payment or recourse from any bona fide Contracted Consumer including, without limitation, for claims made while under contract, for the difference between the amounts paid under this Agreement and Provider’s normal charges. TMDP has no claims liability to pay the provider for services rendered to the CC. Provider shall be solely responsible for collection of discounted funds for services from the CC.

5. TERM OF AGREEMENT

  1. Term. The term of this Agreement shall commence on this ______day of ______, 2017 and shall continue for an initial term of one (1) year (“Initial Term”). Thereafter, the term of this Agreement shall automatically renew for an additional term of one (1) year unless, at least 90 days prior to the end of the Initial Term, whether either party provides written notification to the other party of its desire not to renew the Agreement. Notwithstanding, the foregoing, this Agreement may also be terminated prior to the end of its then current term in accordance with the provisions of this Section.
  2. Termination For Cause By TMDP. TMDP may terminate this Agreement for any reason that TMDP in its sole discretion determines to be cause, including but not limited to:
  3. Insolvency. TMDP may immediately terminate this Agreement in the event Provider commences an action for relief as a debtor under the \United State Bankruptcy laws, or any bankruptcy receivership, insolvency, reorganization, dissolution, liquidation or similar proceedings in instituted against Prover or any of the principals thereof.
  4. Contracted Consumer Care. TMDP may terminate this agreement upon thirty (20) days written notice for failure of Provider to render Covered Services
  5. Regulatory Action. TMDP may immediately terminate this agreement in the event the Provider is not permitted to participate as a result of any state or federal regulatory action making it/him/her unable to fulfill its obligations under this agreement.
  6. Material Breach. TMDP may immediately terminate this Agreement upon a material breach of this Agreement by Provider, provided such breach has not been cured to the reasonable satisfaction of TMDP within thirty (30) days after receipt by Provider of a Compliance Notice.
  7. Criminal Charges. TMDP may immediately terminate this Agreement if Provider (or any of its officers, directors, employees or shareholders) is charged with, indicted for, pleads guilty, or nolo contendere to , or is convicted of a felony or misdemeanor (excluding minor traffic violations).
  8. Termination For Cause by Provider. Provider may terminate this Agreement if TMDP breaches any material obligation under this Agreement; provided, however, that Provider shall give written notice of the breach of the Agreement, and shall have sixty (60) days from receipt from receipt of such written notice to cure. If TMDP fails to cure, termination shall be effective the last day of the month subsequent to the sixty (60) day cure period.
  9. Termination Without Cause. Either party may, without cause, terminate this Agreement at any time upon not fewer than one hundred twenty (120) days prior written notice, which notice shall be effective on the first day of the month following the one hundred twentieth (120th) day after notice is received.
  10. Relationship of the Parties. Provider shall be solely responsible without interference from TMDP or its agent, for providing Covered Services to Contracted Customers. Notwithstanding any provision herein to the contrary, it is understood and agreed that Provider is an independent contractor and not an employee or agent of TMDP and shall have no right or authorization, express or implied, to act for, incur, assume, or create any obligation, responsibility or liability on TMDP’s behalf. Or make any representations or warranties concerning TMDP in the name of, or on TMDPs behalf, or bind TMDP in any manner whatsoever, other than as specifically approved by TMDP. Provider will perform its duties and obligations pursuant to the terms of this Agreement and Provider will be solely responsible for any income, social security, unemployment or worker’s compensation taxes with respect to any amounts paid Provider by Contracted Consumer as compensation hereunder. This paragraph shall survive termination of this agreement.

6) LIABILITY OF THE PARTIES

  1. Insurance. Provider shall maintain, at its sole expense, professional liability insurance, general liability and Worker’s compensation insurance in such amounts as required by law and/or professional standards against any claim for damages arising as a result of injury to property or person, including death, in connection with the provision of services under this agreement and the maintenance of Provider’s facilities and equipment. This provision shall survive the termination of this Agreement for no less than the Statute of Limitations applicable to personal injury in this State.
  2. Notice. Provider shall notify TMDP in writing within forty eight (48) hours of any CC claim alleging malpractice by the provider, or the occurrence of any incident that may result in legal proceedings .
  3. Liability of the Parties. Each party to this Agreement hereby agrees that neither party, or its employees, officers, directors or agents shall be liable for an acts or omissions of the other party, its employees, officers, directors, or agents in performing its obligations under this Agreement, including the provision of Covered Services; provided, however, that Provider agrees to indemnify, defend and hold harmless TMDP from any and all claims, judgements, costs, liabilities, damages and expenses including attorney’s fees arising from any acts of omissions in the provision of medical services by provider under this agreement, including, but not limited to , any liabilities, losses, damages, injunctions, suits, actions, fines, penalties, claims, or demands of any kind or nature by or on behalf of person, party or governmental authority arising out of or in connection with: (i) any failure to perform any of the agreements, terms, covenants or conditions of this Agreement: (ii) any negligent act or omission or other misconduct; (iii) the failure to comply with any applicable laws, rules or regulations; or (iv) any accident, injury or damage to persons or property. This provision shall survive termination of this Agreement, regardless of the cause giving rise to its termination.

7. SERVICE DELIVERY SITES

Provider Facilities and Equipment. Provider shall utilize facilities that are clean, safe and are designed and maintained to provide services to CCs in an efficient and professional manner. All such facilities must be equipped, staffed and designed to comply with all applicable governmental regulations. Service Delivery Sites must post a consumer assistance notice prominently displayed in the reception area clearly visible to Contracted Consumers. The consumer assistance notice must state the address and toll-free telephone numbers of the Agency for Healthcare Administration, the Subscriber Assistance Program and the Department of Financial Services. [4]The consumer Assistance notice must also clearly state the address and toll-free number of Total Discount Medical Plan’s grievance department.

8. AUTHORIZATION FOR ADVERTISING AND MARKETING.

  1. Authority to Publish. Without further notice to, or authorization from, Provider and TMDP may utilize in their advertising and marketing materials the name, address, telephone number, hours of operation, type of practice or specialty, names of all physicians and physician extenders providing dare at Provider’s office and such other relevant information of Provider.
  2. Approval for Advertising. Provider shall not, without TMDP’s prior written approval: (i) utilize TMD’s name or any of their respective health care services in Provider’s advertising or marketing, or (ii) utilize any marketing materials, trademarks, trade names, service marks, logos or other intangible property of TMDP.
  3. Cooperation: Provider agrees to: (i) allow TMDP to place signage and/or brochures excluding any applications in Provider’s office; (ii) mail an announcement of Provider’s affiliation with TMDP to their members (iii) cooperate on a regular basis, to the extent permitted under applicable state and federal laws, rules and regulations in joint marketing activities whereas communications between Providers and Members regarding Member medical care and treatment will not be prohibited nor impeded.

9. ENROLLMENT OF MEMBERS

Provider acknowledges that Florida law requires that TMDP has sole authority as a licensed Discount Medical Organization with regard to the enrollment of its Members and Provider agrees that it shall not participate in any manner in the enrollment or disenrollment of Members.

10. REGULATION - FEDERAL AND STATE LAW

This Agreement, and the performance of the parties hereunder, is subject to all applicable State and Federal laws, rules and regulations, including, but not limited to, regulations promulgated by the State of Florida Department of Insurance, Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975, and The Americans with Disabilities Act. All provisions required thereby to be in this Agreement shall be incorporated herein by this reference and the parties hereto shall be bound thereby notwithstanding that nauy such provision is not included herein.

11. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (“HIPPA”) COMPLIANCE

The parties agree that for the purposes of this Agreement, TMDP will not serve as a business associate to the Provider. Provider will be privy only to verification of Member’s eligibility for discounted Covered Services under the terms of this Agreement due to active enrollment in the plan. No Personal Health Information of individual Members will be collected, received, obtained, or stored by TMDP from the Provider. With respect to Provider, it acknowledges that it is a covered entity as defined by HIPAA and its implementing regulations (“HIPAA’). Accordingly, Provider agrees that ist shall comply with all applicable HIPAA requirements.

12. GENERAL PROVISIONS

  1. Assignment. Neither this Agreement, nor any of Provider’s rights or obligations hereunder, is assignable by Provider without the prior written consent in the sole discretion of TMDP. TMDP may assign this Agreement in whole or in part to any purchaser of all or a substantial portion of TMDP’s business to which this Agreement relates, or to any affiliate of TMDP, provided the assignee shall assume TMDP’s obligations under this agreement. Should the ownership or name of TMDP change, due to any merger or other cause, Provider agrees that this Agreement shall remain in full force and effect.
  2. Dispute Resolution. Provider and TMDP agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Negotiation shall be a condition precedent to filing of any arbitration demand by either party and no arbitration demand may be filed until the exhaustion of TMDP’s internal appeal procedures, as may be modified by TMDP from time to time. In the event arbitration between Provider and TMDP becomes necessary, such arbitration shall be initiated by either party making a written demand for arbitration on the other party. Any dispute between the parties arising out of this Agreement shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgement on any award rendered upon arbitration shall be binding and may be ordered in any court having requisite jurisdiction. The parties further agree that each party bears its own costs and the costs of the arbitrators are split evenly between the parties.
  3. Entire Agreement. This Agreement together with its Schedules supersedes any and all other agreements, either oral or written, between the parties with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement shall be valid or binding.
  4. Notice. When any notice, demand, or request is required or permitted hereunder, that notice, demand or request shall be either hand-delivered or sent by United States Mail, registered or certified, postage prepaid, or delivered by overnight courier to the addresses below or to any other address that either party may specify by notice to the other party. Notice of a change of address shall be effective when received by the other party. A notice shall be deemed received upon hand deliver, three days after posting in United States Mail or one day after dispatch by overnight courier.

Notice to Provider: