Exhibit
10.151


 


AMENDMENT


CALIFORNIACARE


MEDICAL SERVICES AGREEMENT


BETWEEN BLUE CROSS OF CALIFORNIA AND


NORTHWEST ORANGE COUNTY MEDICAL GROUP, INC.


 


This Amendment to the CaliforniaCare Medical
Services Agreement is entered into at Woodland Hills, Los Angeles County,
California, effective as of January 1, 1998 between BLUE CROSS OF
CALIFORNIA and Affiliates (“BLUE CROSS”) and Northwest
Orange County Medical Group, Inc.  (“PARTICIPATING
MEDICAL GROUP”).


 


RECITALS


 


BLUE CROSS and PARTICIPATING MEDICAL GROUP have
entered into a CaliforniaCare Medical Services Agreement (the “Agreement”‘),
effective January 1, 1997, as amended.  The parties have agreed to the following
amended terms of the Agreement.


 


NOW, THEREFORE, IT IS AGREED:


 


Section 1.02                            This
Section shall be amended to read as follows:


 


PARTICIPATING MEDICAL GROUP is a California
medical professional corporation, a legal entity organized under the laws
of the State of California and comprised of physicians who desire to provide
and arrange for health services to persons who are enrolled in BLUE CROSS’
CALIFORNIACARE programs.


 


Section 2.23                          This
Section shall be amended to read as follows:


 


“Emergency” means a sudden
onset of a medical condition manifesting itself by acute symptoms of sufficient
severity (including, without limitation, sudden and unexpected severe pain)
such that the patient may reasonably believe that the absence of immediate
medical attention could reasonably result in any of the following:


 


A.           Placing the
patient’s health in serious jeopardy,


 


B.             Serious impairment
to bodily functions,


 


C.             Other
serious medical consequences, or


 


D.            Serious and/or
permanent dysfunction of any bodily organ or part.


 


Section 2.35                            This
Section shall be amended to read as follows:


 


“Medically Necessary” means procedures,
supplies, equipment or services that BLUE CROSS determines to be:


 


(1)          Appropriate for the
symptoms, diagnosis or treatment of the medical condition; and


 


(2)          Provided for the
diagnosis or direct care and treatment of the medical condition; and


 


(3)          Within standards of
good medical practice within the organized medical community; and


 


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(4)          Not primarily for
the convenience of the Member’s physician or another provider; and


 


(5)          The most appropriate
procedures, supplies, equipment or service which can safely be provided.  The most appropriate procedures, supplies,
equipment or service or supply must satisfy the following criteria; (i) there
must be valid scientific evidence demonstrating that the expected health
benefits from the procedure, supply, equipment or service are clinically
significant and produce a greater likelihood of benefit, without a
disproportionately greater risk of harm or complications, for the Member with
the particular medical condition being treated than other alternatives; and
(ii) generally accepted forms of treatment that are less invasive have been
tried and found to be ineffective or are otherwise unsuitable; and (iii) for
hospital stays acute care as an inpatient is necessary due to the kind of
services the Member is receiving or the severity of the medical condition, and
safe and adequate care cannot be received as an outpatient or in a less
intensified medical setting


 


Section 3.02                            This
Section shall be amended to read as follows:


 


BLUE CROSS and PARTICIPATING MEDICAL GROUP
agree that PARTICIPATING MEDICAL GROUP Physicians shall maintain a
physician-patient relationship with each Member assigned to PARTICIPATING
MEDICAL GROUP.  PARTICIPATING MEDICAL
GROUP shall be solely responsible to the Member for treatment and medical care
with respect to the provision of Capitation Services and arrangements for
Non-Capitated Services.  PARTICIPATING
MEDICAL GROUP may freely communicate with Members regarding the treatment
options available to them, including medication treatment options, regardless
of benefit coverage limitations.


 


Section 4.01                            Item E of this
Section shall be amended to read as follows:


 


To engage the Referral Services of duly
licensed board certified consultants, specialists and duly certified and
licensed allied health professionals, responsible for delivering Covered
Medical Services to Members.  A list of
all referral physicians and other providers to whom PARTICIPATING MEDICAL GROUP
refers Members for Referral Services shall be provided to BLUE CROSS upon
request.  PARTICIPATING MEDICAL GROUP
shall provide BLUE CROSS with revised copies of its form of agreements between
PARTICIPATING MEDICAL GROUP and its contracted Referral Service providers and
PARTICIPATING MEDICAL GROUP Physicians, as such are updated.


 


Section 4.11                            This
Section shall be added to read as follows:


 


To provide BLUE CROSS, within seven (7) days
of its request, a description of any policies and procedures related to
economic profiling utilized by PARTICIPATING MEDICAL GROUP.  PARTICIPATING MEDICAL GROUP further agrees
to comply with the requirements of the Knox-Keene Act related to economic
profiling, including Health and Safety Code Section 1367.02(c).


 


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Section 6.01                          Item D of this
Section shall be amended to read as follows:


 


In the event care is provided to an
ineligible person, based on an erroneous or delayed Eligibility Report, BLUE
CROSS shall be financially responsible for all care provided by PARTICIPATING
MEDICAL GROUP prior to the time PARTICIPATING MEDICAL GROUP received notice of
that person’s ineligibility and, on the condition that PARTICIPATING MEDICAL
GROUP shall supply BLUE CROSS with evidence that PARTICIPATING MEDICAL GROUP
has unsuccessfully sought payment for all or a portion of the charges from the
ineligible person, or the person having legal responsibility for the ineligible
person, through two billing cycles, or through a period of sixty (60) days,
whichever is greater.  In that event,
BLUE CROSS’ responsibility for physician compensation shall be measured as set
forth in the then current Blue Cross of California Prudent Buyer Plan
Participating Physician fee schedule for the applicable region or the
actual billed amount, whichever is less. 
The obligations of BLUE CROSS under this Subsection D shall be
conditioned upon (1) the exercise of prudent judgment by PARTICIPATING MEDICAL
GROUP, evidenced by reasonable efforts to contact BLUE CROSS for verification
of the eligibility of each Member prior to providing or arranging Covered
Medical Services, and (2) submission to BLUE CROSS of both the claim and
evidence of its unsuccessful collection efforts within twelve (12) months of
the date of service.


 


Section 7.01                            This
Section shall be amended to read as follows:


 


Exhibits D, G and G-1 (all incorporated by
reference herein), set forth Capitation payments for new and renewing
business.  The applicable Capitation
payment for each Member assigned to PARTICIPATING MEDICAL GROUP, shall be paid
monthly, prorated in accordance with Member eligibility.


 


Such Capitation payment shall be adjusted for
Member age, sex and Benefit Agreement in accordance with age, sex and plan
relativities that have been developed by BLUE CROSS based upon actuarial
assumptions and BLUE CROSS’ utilization experience.  BLUE CROSS reserves the right to adjust such relativity factors,
upon contract renewal, based upon BLUE CROSS(1) experience.


 


Effective January 1, 1998 Blue Cross
shall increase the Capitation rates in effect for 1997 (excluding Durational
Benefit Plans, AIM, CalKids, and non-commercial products such as Worker’s
Compensation, Medi-Cal and Medicare Risk) for PARTICIPATING MEDICAL GROUP two
and two-tenths of one percent (2.2%).


 


Effective January 1, 1999 Blue Cross
shall increase the Capitation rates in effect for 1998 (excluding Durational
Benefit Plans, AIM, CalKids, and non-commercial products such as Worker’s
Compensation, Medi-Cal and Medicare Risk) for PARTICIPATING MEDICAL GROUP by
two and two-tenths of one percent (2.2%). 
Effective January 1, 1999 Blue Cross shall increase the Capitation
rates in effect for 1998 for Durational Benefit Plans such as Plan “IC”
(“Individual Durational”) and “L4” (“Small Group Durational”) for PARTICIPATING
MEDICAL GROUP by six and no-tenths of one percent (6.0%).


 


Effective January 1, 2000 Blue Cross
shall increase the Capitation rates in effect for 1999 (excluding Durational
Benefit Plans, AIM, CalKids, and non-commercial products such as Worker’s
Compensation, Medi-Cal and Medicare Risk) for PARTICIPATING MEDICAL GROUP by
six-tenths of one percent (0.6%).


 


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Effective January 1, 2001 Blue Cross
shall increase the Capitation rates in effect for 2000 (excluding Durational
Benefit Plans, AIM, CalKids, and non-commercial products such as Worker’s
Compensation, Medi-Cal and Medicare Risk) for PARTICIPATING MEDICAL GROUP by
one and five-tenths of one percent (1.5%).


 


Effective January 1, 2002 Blue Cross
shall increase the Capitation rates in effect for 2001 (excluding Durational
Benefit Plans, AIM, CalKids, and non-commercial products such as Worker’s
Compensation, Medi-Cal and Medicare Risk) for PARTICIPATING MEDICAL GROUP by
one and five-tenths of one percent (1.5%).


 


Section 7.07                           This
Section shall be added to read as follows:


 


For those transplant Professional Capitation
Services, including without limitation, bone marrow/stem cell and solid organ
for which PARTICIPATING MEDICAL GROUP is financially responsible (i.e., professional
component), PARTICIPATING MEDICAL GROUP shall pay for such services at the
appropriate rate negotiated by BLUE CROSS for professional transplant services
or at the rate negotiated by the PARTICIPATING MEDICAL GROUP, whichever is
less.  If such payment has been made by
BLUE CROSS, PARTICIPATING MEDICAL GROUP shall remit payment to BLUE CROSS
within 45 days of BLUE CROSS’ written request or BLUE CROSS may adjust
subsequent Professional Capitation payments to offset such payment amount.


 


Article VIII, Enrollment
Protection,  is hereby deleted in its entirety, effective January 1,
2000 and is replaced by the following:


 


Section 8.01


 


A.                                   BLUE CROSS and
PARTICIPATING MEDICAL GROUP agree that PARTICIPATING MEDICAL GROUP shall assume
full financial responsibility and liability for all Capitation Services.   BLUE CROSS agrees to compensate
PARTICIPATING MEDICAL GROUP one dollar and eight cents ($1.08) per Member per
month


 


B.                                     Prior to execution
of this Agreement, PARTICIPATING MEDICAL GROUP shall provide to BLUE CROSS the
following: (i) PARTICIPATING MEDICAL GROUP’S financial statement for its
immediately preceding two (2) fiscal years; and (ii) PARTICIPATING MEDICAL
GROUP’S cumulative financial statements for the current fiscal year.


 


C.                                     PARTICIPATING
MEDICAL GROUP shall provide to BLUE CROSS evidence of coverage or reinsurance
for professional services stop-loss with a carrier or self- insurance program
acceptable to BLUE CROSS, within thirty (30) days of execution of this
Agreement.


 


Section 12.02                This Section shall
be amended to read as follows:


 


BLUE CROSS agrees to pay PARTICIPATING
MEDICAL GROUP within forty-five (45) working days of receipt of a completed
professional services claim form for authorized services rendered to members of
HMO-USA participating plans.  Any claim
under the HMO-USA Away From Home Care Program which would otherwise be the
responsibility


 


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of BLUE CROSS under this Agreement shall be
the responsibility of PARTICIPATING MEDICAL GROUP if such claim is not
submitted to BLUE CROSS within twelve (12) months of the date of service.


 


Section 13.01                     This
Section shall be amended to read as follows:


 


This Agreement shall be in effect for the
period January 1, 1998 through December 31 2002.  Unless written notice of intent not to renew
or of intent to modify this Agreement is provided at least one hundred twenty
(120) days prior to December 31, 2002, this Agreement shall renew upon the
same terms and conditions for consecutive one year periods each year
thereafter.


 


Section 13.02                     This
Section shall be amended to read as follows:


 


Should this Agreement be terminated pursuant
to Section 13.01 above, PARTICIPATING MEDICAL GROUP agrees to continue to
provide Capitation Services and to arrange Non-Capitated Services for all
Members assigned to PARTICIPATING MEDICAL GROUP, including any Members who
become eligible during the notice period set forth in Section 13.01 above;
and to provide these services consistent with the terms and conditions of the applicable
Benefit Agreements.  In such case,
Capitation Services rendered to Members shall be compensated at the applicable
rates set forth in the then current Blue Cross of California Prudent Buyer Plan
Participating Physician Agreement fee schedule for the applicable region,
until the annual anniversary dates of the Benefit Agreements of Members
assigned to PARTICIPATING MEDICAL GROUP. The foregoing anniversary date
limitation shall not apply with respect to the continuation of services, as
required under Section 1373.96 of the California Health and Safety Code.


 


In the event this Agreement is terminated,
BLUE CROSS shall have the right, but not the obligation, to directly pay any
bills for expenses for Referral Services rendered to Members assigned to
PARTICIPATING MEDICAL GROUP which remain outstanding on the date of
termination. BLUE CROSS shall immediately be notified in writing of all such
outstanding bills for Referral Services and BLUE CROSS shall have the right to
set off the amount of such payments against any amount due PARTICIPATING
MEDICAL GROUP for Capitation and Non-Capitated Services pursuant to
Article IX, or any other payments due PARTICIPATING MEDICAL GROUP.


 


The right to set off such payments against
any amounts due under this Agreement shall be in addition to any other rights
BLUE CROSS may have under this Agreement, or in law or in equity.


 


Section 14.02                This
Section shall be amended to read as follows:


 


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Any problem or dispute arising under this
Agreement and/or concerning the terms of this Agreement that is not
satisfactorily resolved under Section 13.01 shall be arbitrated. The
arbitration shall be initiated by either party making a written demand for
arbitration on the other party. Arbitration shall be conducted by the American
Arbitration Association (AAA) under the Commercial Rules of the AAA. The
arbitration shall also be subject to California Code of Civil Procedure, Title
Nine, Section 1280, et. seq., unless
otherwise mutually agreed. The parties agree that the decision of the
arbitrator shall be final and binding as to each of them, except to the extent
that California or Federal law provide for the review of arbitration
proceedings. BLUE CROSS waives any right to pursue, on a class basis, any such
problem or dispute against PARTICIPATING MEDICAL GROUP, and PARTICIPATING
MEDICAL GROUP waives any right to pursue, on a class basis, any such problem or
dispute against BLUE CROSS. Issues as to whether malpractice was committed by a
physician shall not be subject to Arbitration by the AAA unless otherwise
agreed in writing by the parties and the AAA.


 


Section 16.03                     This
Section shall be amended to read as follows:


 


Marketing, Advertising and Publicity. BLUE CROSS shall
have the right to use the name of PARTICIPATING MEDICAL GROUP for purposes of
informing Members and prospective Members of the identity of PARTICIPATING
MEDICAL GROUP.


 


Except as provided above, BLUE CROSS and
PARTICIPATING MEDICAL GROUP each reserve the right to control the use of their
respective names and all symbols, trademarks or service marks presently
existing, or later established. In addition, except as provided above, neither
BLUE CROSS nor PARTICIPATING MEDICAL GROUP shall use the other party’s name,
symbols, trademarks or service marks in advertising or promotional materials,
or otherwise, without the prior written consent of that party, and shall cease
any such usage immediately upon written notice of the party, or on termination
of this Agreement, whichever first occurs. Any prohibition, restriction or
limitation on advertising hereunder shall comply with the requirements of the
Knox-Keene Act, including Health and Safety Code Section 1395.5.


 


Section 16.07                    This
Section shall be amended to read as follows:


 


Notices. Any notice which
is required or permitted to be given pursuant to this Agreement shall be in
writing and shall either be personally delivered, or sent by registered or
certified mail, in the United States Postal Service, return receipt requested,
postage prepaid, addressed to BLUE CROSS or PARTICIPATING MEDICAL GROUP at the
applicable address below. Notices shall be effective when received.


 


	
  If to BLUE CROSS:

  	
   

  	
  Blue Cross of California

  21555 Oxnard Street

  Woodland Hills, CA 91367

  Attn: Sr. VP, Network Development

  
	
   

  	
   

  	
   

  
	
  If to PARTICIPATING MEDICAL GROUP:

  	
   

  	
  NorthWest Orange County Medical Group

  2600 Redondo Ave.

  Long Beach, Ca 90806

  Attn: President

  



 


Section 16.08                   This
Section shall be amended to read as follows:


 


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Maximum Capacity.  The Maximum Capacity of PARTICIPATING
MEDICAL GROUP during the term of this Agreement shall be 25,000 Members.


 


Exhibit G, Section II                                   Item E of this
Section shall be amended to read as follows:


 


Effective January 1, 2000, total
claims for Out-of-Network Expenses rendered to any single BLUE CROSS PLUS
Member during the calendar year shall be limited to thirty five thousand
dollars ($35,000).


 


Exhibit G, Section II                                   Item F of this
Section shall be amended to read as follows:


 


Effective January 1, 2000 the
liability of PARTICIPATING MEDICAL GROUP for expenses for Capitation Services
rendered during the calendar year to any single Member enrolled in BLUE CROSS
PLUS shall be limited to the applicable Enrollment Protection amount defined in
Article VIM of the Agreement, as amended. Expenses considered under
Enrollment Protection shall include expenses incurred by PARTICIPATING MEDICAL
GROUP. Expenses for out-of-network services are not included.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Amendment by their officers thereunto duly authorized on the date and year
first above written. Upon acceptance of the parties, this Amendment shall
become part of the Agreement effective January 1, 1998 and all
provisions of the Agreement not specifically inconsistent herewith shall remain
in full force and effect.


 


 


	
  BLUE CROSS OF CALIFORNIA

  	
  NORTHWEST ORANGE COUNTY MEDICAL
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Barry Ford

  	
   

  	
  Signature:

  	
  /s/ Pratihba Patel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Barry Ford

  	
   

  	
  Name:

  	
  PRATIHBA PATEL, MD

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  PRESIDENT

  	
   

  
	
   

  	
  Network Development & Management

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  11-5-99

  	
   

  	
  Date:

  	
  10/1/99

  	
   

  



 


	
   

  	
  HARRIMAN JONES MSO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature:

  	
  /s/ James P. Agronick

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  JAMES P. AGRONICK

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
  10/1/99

  	
   

  



 


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