Exhibit
10.158


 


DELEGATION AMENDMENT

TO MEDICARE+ CHOICE PHYSICIAN GROUP SERVICE AGREEMENT


 


The
Blue Shield of California Medicare+ Choice Physician Group Service Agreement
(Agreement), with an original effective date of September 1, 1990, between
California Physicians’ Service, dba Blue
Shield of California (“Health Plan”) and North West Orange County Medical Group (“Physician Group”), is
hereby amended, effective September 1,
1999,  as
follows:


 


RECITALS


 


A.    Health Plan and Physician Group currently
have an Agreement under which Physician Group arranges for certain Benefits in
accordance with the Agreement and the Health Plan’s Medicare+ Choice Plan.


 


B.    Physician Group agreed under the Agreement to
conduct a quality and utilization management program and to cooperate with
Health Plan in the monitoring of associated program activities delegated to
Physician Group. These activities include certain aspects of Utilization
Management, Medical Records Audits, Members’ Rights and Responsibilities, and
Credentialing.


 


C.    Health Plan and Physician Group now wish to
acknowledge the criteria used to determine eligibility for delegation of
activities and mutually agree to the precise activities delegated to Physician
Group and Health Plan’s monitoring thereof.


 


 


I.  DELEGATION
CRITERIA AND ACTIVITIES


 


Any
services or other delegated activities performed by Physician Group and any
Downstream Entity pursuant to this Agreement must be consistent and comply with
Health Plan’s contractual obligation to HCFA.


 


1.1           Health
Plan has developed and adopted Delegation Criteria for the delegation of
activities in the areas of Utilization Management (UM), Medical Records Audits
(MRA), Office Site Review (OSR), Members’ Rights and Responsibilities (MRR),
and Credentialing (CR).  Those Criteria
are published in the Provider Manual and incorporated herein by reference.
These Criteria and Standards as set forth in the Provider Manual may be
modified from time to time by Plan


 


1.2           Those
activities for which Physician Group meets the Delegation Criteria and agrees
to accept delegated responsibility and those activities whose performance is
retained by Health Plan are listed on Attachment G-l.  Attachment G-l may be amended by Health Plan from time-to-time to
reflect changes in those activities delegated to Physician Group.


 


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1.3           Physician
Group warrants that it currently meets those Delegation Criteria applicable to
the activities for which Physician Group has been delegated and agrees to notify
Health Plan of any change in its eligibility under the Delegation Criteria
within no less than seven (7) business days, in the event it ceases, in whole
or in part, to meet such Criteria.


 


1.4           Health
Plan retains final authority and responsibility for activities
delegated under this Amendment.


 


1.5           Activities
not expressly delegated herein by Health Plan or for which
delegation is terminated are the responsibility of Health Plan.  By way of example and without limitation,
activities not delegated to Physician Group include final appeal decisions and
benefit interpretations.


 


II.  PERFORMANCE
AND MONITORING


 


2.1           Standards
for the Performance of Delegated Activities developed and adopted by Health Plan are published in the Provider Manual and incorporated herein by
reference. Physician Group agrees to perform the activities delegated to it in
a manner consistent with those Standards applicable to activities for which
Physician Group has been delegated.


 


2.2           Physician
Group acknowledges Health Plan’s responsibility to monitor Physician Group’s
eligibility for delegation according to the Delegation Criteria and performance
of the delegated activities according to the Standards of Performance.  Physician Group agrees to cooperate with
Health Plan’s monitoring of Physician Group’s eligibility and performance of
delegated activities.


 


2.3           Health
Plan shall conduct regularly scheduled audits to determine Physician Group’s
continued compliance with the Standards. 
Physician Group shall cooperate with Health Plan and its designated
agents in the performance of those audits, including but not limited to, the
provision of reasonable access during regular business hours to the Enrollee
inquiry files, credentialing files, clinical and medical records of Health Plan
Enrollees and non-Enrollees as applicable and reasonably necessary to evaluate
Physician Group’s performance of activities delegated to it.  Cooperation shall include, but not be
limited to, an annual evaluation and quarterly meetings between Health Plan and
Physician Group staff


 


2.4           Physician
Group agrees to provide Health Plan with periodic reports on delegated
activities performed by Physician Group. The report shall be in a form and contain such information as shall be agreed upon
between the parties.


 


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2.5           Physician
Group agrees to use its best efforts to take whatever corrective actions are
identified by Health Plan through the audit review process as reasonably necessary.


 


III.  TERMINATION
OF DELEGATION


 


3.1           In
the event Health Plan is dissatisfied for any reason with Physician Group’s
performance of delegated activities, Health Plan may, in its sole discretion,
modify Physician Group’s status (in respect to all or a particular delegated
activity) from fully delegated to delegated with corrective action. Such notice
of delegation with corrective action shall set forth the deficiencies perceived
by Health Plan in Physician Group’s performance of delegated activities, and
Physician Group shall have ninety (90) days to correct such deficiencies to the
reasonable satisfaction of Health Plan. In the event such deficiencies are not
corrected to the reasonable satisfaction of Health Plan, Health Plan may, in
its sole discretion, terminate the delegation or extend the period given
Physician Group to correct such deficiencies.


 


3.2           In
lieu of the notice of delegation with corrective action and opportunity to
correct deficiencies, as set for in paragraph 3.1 above, Health Plan may at
anytime, *** and within its sole discretion terminate all or portions of the
delegation granted to Physician Group hereunder by providing no less than sixty
(60) days prior written notice.  Plan
may also terminate all or portions of the delegation granted to the Physician
Group hereunder in Health Plan determines, after consultation with Physician
Group, that Physician Group either no longer meets all Criteria or is not
performing (or is reasonably not likely to perform) the delegated activities in
full compliance with the Standards. In such event, Health Plan shall give to
Physician Group not less than thirty (30) days prior notice of such termination
of delegation, and if Physician Group during such notice period, cures such
deficiencies to Health Plan’s reasonable satisfaction, Health Plan may in its
sole discretion, withdraw such termination.


 


All
other provisions of the Agreement and its Amendments not specifically revised
by this Amendment remain in full force and effect.


 


IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date(s)
written below.


 


	
  BLUE SHIELD OF CALIFORNIA

  	
  NORTHWEST ORANGE COUNTY

  
	
   

  	
  MEDICAL GROUP

  
	
  By:

  	
    /s/  Lisa Rubino

  	
   

  	
  By:

  	
    /s/  Pratihba Patel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
    Lisa
  Rubino

  	
   

  	
  Name:

  	
    PRATIHBA
  PATEL, MD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
    Chief
  Executive – Medicare Region

  	
   

  	
  Title:

  	
    PRESIDENT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
    12/02/99

  	
   

  	
  Date:

  	
    11/11/99

  



 


	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  James P. Agronick

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
    JAMES P. AGRONICK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
    CEO
  HJMSO

  



 


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