Primary Health Care, Inc. Des Moines, Iowa. Physician Employment Agreement

Transcription

1 Primary Health Care, Inc. Des Moines, Iowa Physician Employment Agreement This Physician Employment Agreement is made this, 2009, between Primary Health Care, Inc. ( PHC ), an Iowa nonprofit corporation, and INSERT NAME, MD ( Physician ). RECITALS: Whereas, PHC desires to secure the services of the Physician and the Physician desires to accept such employment. NOW, THEREFORE, in consideration of the premises and of the mutual promises and undertakings of the parties hereinafter set forth, it is agreed: I. PHYSICIAN RESPONSIBILITIES: 1.1 Effective the Effective Date, PHC employs Physician and Physician accepts employment with PHC, to render medical services to the patients of PHC in the capacity as a staff physician in PHC s Department of Family Practice. Physician shall provide such services at the following locations: Bery Engebretsen Clinic (BEC); Primary Health Center (Marshalltown), Grand View Health Center, East Side Center; any of the various Outreach Project sites, including, without limitation, patient homes, shelters and street sites; inpatient coverage of patients in area hospitals, including coverage for PHC patients, as well as other non-phc patients who may be hospitalized; the Emergency Department, or any other current or future sites that might become part of PHC s scope of project. 1.1a First call will be provided by PHC s Department of Family Practice Physician Assistants and Nurse Practitioners ( PA/NP ) with back up call provided by the Department of Family Practice physicians. Call shall be shared equitably among all PA/NP members and all physician members of such department. Physician shall respond when contacted by on call providers if there is a question regarding family practice care. 1.1b All professional services provided by Physician shall comply with applicable federal, state and local laws and regulations and shall meet or exceed the generally accepted standards of medical care required in similar programs, the ethical and professional standards required of the American Medical Association, the Department of Public Health of the State of Iowa, the United States Department of Health and Human Services, and any other agency charged with regulating the provision of care by PHC, and the policies, standards, rules, regulations and procedures of PHC. Physician shall provide all services under this Agreement within the scope of his or her privileges as determined by PHC. Nothing herein shall be construed as giving PHC control over, or the right to control, the professional judgment, treatment or actions of Physician performing services hereunder, and Physician shall at all times act as an independent practitioner of medicine with the exception that the Physician shall perform services under the general direction of PHC s Medical Director. 1.2 The Physician will assume and fulfill full-time clinical and teaching responsibilities in PHC s Department of Family Practice and other duties as are assigned by the PHC Medical Director. 1.3 The Physician will participate on PHC s QA/QI committees and any Bureau of Primary Health Care Health Disparities Collaboratives as assigned by PHC. 1.4 The Physician will supervise PHC mid-level practitioners. 1

2 1.5 The Physician will promptly complete all credentialing and privileging applications requested by PHC for appointment and reappointment to PHC Medical Staff. 1.6 The Physician will fill out all third party payor applications as requested by PHC. 1.7 The Physician will maintain active status on the medial staff of PHC as well as those clinical privileges required by the nature of Physician s employment. Denial or loss of active medical staff status or denial, restriction or loss of clinical privileges held by the Physician shall be sufficient grounds for terminating this Agreement upon written notice by PHC. This Agreement also may be terminated upon written notice by PHC if the Physician at any time does not posses a current, unrestricted license to practice medicine in the State of Iowa and a current unrestricted state and federal permit to prescribe medications, including controlled substances. 1.8 The Physician will complete medical records in accordance with PHC s requirements. The ownership and right of control of all case records, charts, case histories, x-ray films, reports, records and supporting documents concerning all patients and all documents otherwise prepared in connection with the care of patients or the operations of PHC, shall vest exclusively in and remain with PHC, subject to any applicable laws, rules, regulations and standards of professional ethics. After termination or expiration of this Agreement, Physician may inspect during regular business hours any patient records of any patient which Physician treated during the term of this Agreement, subject to the rights of such patients with respect to such records. 1.9 Except as hereinafter provided, Physician shall devote Physician s full-time and best efforts to performance of Physician s duties under this Agreement. During the term of this Agreement, Physician shall not at any time or place or to any extent whatsoever, either directly or indirectly, without the prior written consent of PHC, engage in professional practice or in any activity competitive with or adverse to the business, practice or affairs of PHC, whether alone or as a member, partner, officer, director, employee, consultant to or shareholder of any other corporation, partnership, limited liability company or other legal entity, or as a trustee, fiduciary or other representative, except under and pursuant to this Agreement, and all fees and other income attributable to Physician s professional services during the term of this Agreement shall belong to PHC. All work outside Physician s scope of employment during the term of this Agreement, if not expressly authorized by PHC, is hereby prohibited The Physician shall refrain from billing any patient or third-party for professional services to PHC patients for which PHC is financially liable The Physician shall comply with the provisions of all-applicable policies and procedures, and personnel policies as outlined in the PHC Employee Handbook The Physician acknowledges and agrees that PHC prohibits discrimination and harassment. Physician shall abide by the Anti-Harassment Policy Statement as outlined in the PHC Employee Handbook Physician shall obtain and maintain in full force and effect during Physician's employment under this Agreement a policy or policies of general automobile liability insurance in the aggregate amount, including excess or umbrella coverage, as determined from time to time by the Board, insuring Physician from and against any and all liabilities, costs, damages, expenses and attorney fees resulting from or attributable to any and all acts and omissions of Physician in connection with Physician's operation of an automobile or ownership of an automobile and any and all acts and omissions of Physician, the coverage for which is customarily provided by a general automobile liability insurance policy. Such policy or policies of automobile liability insurance shall be broad enough to cover Physician even though the incident giving rise to the claim or liability occurred while 2

3 the covered automobile was being used by Physician or Physician's consent operator in the course of Physician's employment or PHC's business As a condition precedent to the Effective Date and to the effectiveness of this Agreement, Physician must have (i) an unrestricted license to practice medicine in the State of Iowa, and (ii) satisfied PHC 's credentialing requirements by such date. In the event Physician has not satisfied conditions (i) and (ii) above by such date, PHC may, in its sole discretion (a) extend the Effective Date and the effectiveness of this Agreement to the date when such conditions are satisfied, or (b) declare this Agreement to be void and of no force and effect. II. PHC RESPONSIBILITIES: 2.1 As Physician s entire compensation for all services rendered to or for PHC in any capacity during the term of this Agreement, Physician shall have and receive, subject to withholding and any other applicable employment taxes, compensation as set forth in Exhibit A attached hereto. 2.2 The Physician shall be eligible for the following health, welfare, and job-related benefits provided Physician is working a minimum of 40 hours per week of scheduled clinic time: 2.2a Memberships/Travel/Continuing Education: Physician will be entitled to $2,250 annually for professional membership fees/or continuing education. A combination of membership/continuing education will be approved contingent that the Physician does not exceed the maximum allowed. Physician will be allowed to carry over into the next fiscal year no more than 50% of their annual accrual amount. Professional membership fees include payment of county, state and national association dues. If membership in one of the aforementioned organizations is not requested, special arrangements may be made for membership in another organization. Attendance at conferences or continuing medical education programs must be approved in advance by the PHC Medical Director. The amount allowed during the first and final year of employment will be proportionate to the number of months actually employed during the year. The amount advanced to the Physician will be deducted from this amount. 2.2b Up to 40 hours of time off for CME shall be allowed and paid as used on an annual basis. Such allowances shall be non-cumulative and unused CME time will not carry over into any subsequent year. The amount allowed during the first and final year of employment will be proportionate to the number of months actually employed during the year. The amount advanced to the Physician will be deducted from this amount. 2.2c PHC shall pay fees associated with Physician s Iowa state licensure, DEA, CSA, and board certification. 2.2d Paid Time Off (PTO) shall accumulate and be used according to the PTO policy in the Employee Handbook for PTO Group 2, which Employee Handbook may be changed from time to time by PHC in its sole discretion. 2.2e Such additional fringe benefits provided to PHC s physician employees, including, but not limited to, any insurance programs or retirement plans, adopted by PHC for the benefit of its physician employees. 3

4 2.3 Physician shall provide medical services to all patients within the scope of Physician s training/ credentialing/privileging regardless of race, creed, age, sex, ability to pay, or other protected classes as required by Federal regulations. 2.4 PHC shall maintain professional liability coverage for actions pursuant to activities performed under this Agreement through the Federal Torts Claim Act; provided, however, that such activities are (i) within the scope of Physician s employment hereunder; and (ii) within the scope of projects approved by the Bureau of Primary Health Care, Health Resources and Services Administration, Unites States Department of Health and Human Services ( Bureau ). The Bureau retains the right to select and direct defense counsel in the investigation, settlement or trial of any claim or suit covered by this Agreement; however, the Physician shall have the right to retain an attorney at his/her own expense. III. MODIFICATION, EXTENSION AND TERMINATION: 3.1 The term of this Agreement shall extend from, 2009 until this Agreement is terminated by either PHC or the Physician as hereinafter provided. 3.2 PHC may terminate this Agreement as follows: 3.2a PHC may terminate this Agreement at any time and for any reason, with or without cause, by providing at least ninety (90) days written notice to the Physician. 3.2b PHC may terminate this Agreement in accordance with the provisions of Section 1.7 of this Agreement effective immediately with the exhaustion of such appeals, if any, as may be provided in the credentialing policy in the event: 3.2ba 3.2bb 3.2bc 3.2bd 3.2be 3.2bf 3.2bg 3.2bh 3.2bi 3.2bj The Physician is denied or loses active medical staff status; The Physician is denied or loses clinical privileges required by the nature of Physician s position with PHC; The Physician at any time does not posses a current, unrestricted license to practice medicine in the State of Iowa, and/or The Physician does not posses a current unrestricted State and Federal permit to prescribe medications, including controlled substances. The bankruptcy of Physician; The dissolution of PHC; The Physician becomes ineligible for, or PHC is unable to obtain with respect to Physician, insurance coverage against claims for professional liability; In the opinion of PHC, the Physician poses a present danger in the treatment of patients; PHC concludes the Physician has violated any policy of PHC set forth in the PHC Employee Handbook, such as, but not limited to, PHC's Anti- Harassment Policy Statement; or The Physician has committed, or aided or abetted in the commission of, a felony. 3.3 The Physician may terminate this Agreement at any time and for any reason, with or without cause, by providing at least ninety (90) days written notice to PHC. 3.4 Either party may request that this Agreement be amended but all such amendments shall become effective only when agreed to in a written document signed by both parties. Consistent with the foregoing and with the provisions of Section 2.1a, changes to Physician s annual salary shall be accomplished via the PHC Compensation Amendment to this Agreement. 4

5 IV. ENTIRE AGREEMENT: 4.1 This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matters hereof and supersedes all negotiations, preliminary agreements and all prior and contemporaneous discussions and understandings of the parties hereto in connection with the subject matters hereof. 4.2 No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party at law or in equity or otherwise. No amendment, modification, supplement, termination or waiver of or to any provision of this Agreement, nor consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by or on behalf of the party to be charged with the enforcement thereof. Any amendment, modification or supplement of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given. V. SEPARABILITY OF PROVISIONS: 5.1 In the event any provision of this Agreement is held invalid, illegal or unenforceable, in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue to be valid and enforceable. In the event any provision of this Agreement is held to be unenforceable as written, but enforceable if modified, then such provision shall be deemed to be amended to such extent as shall be necessary for such provision to be enforceable and it shall be enforced to that extent. VI. APPLICABLE LAW, JURISDICTION AND VENUE: 6.1 This Agreement shall in all respects be construed in accordance with and governed by the laws of the state of Iowa without regard to provisions thereof relating to conflicts of law. Each of the parties hereby irrevocably submits to the non-exclusive jurisdiction of the Iowa District court sitting in Polk or the U.S. District Court for the Southern District of Iowa, Central Division, in any action or proceeding arising out of or relating to this Agreement, and each party hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any such United States Federal or Iowa District court. Each of the parties irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceedings in such respective jurisdictions. Each of the parties irrevocably consents to the service of any and all process in any such action or proceeding brought in any court in or of the State of Iowa by the delivery of copies of such process to each party at its address specified for notices to be given hereunder or by certified mail directed to such address. VII. NOTICE PROVISION: 7.1 All notices, demands or other communications which may or are required to be given pursuant to this Agreement, shall be given in writing either by personal delivery or by certified United States mail, return receipt requested, and shall be deemed to have been given or made and personally delivered, or when deposited in the mail, postage prepaid and addressed as follows: If to PHC: Primary Health Care, Inc. Attn: Executive Director 9943 Hickman Rd., Ste. 105 Urbandale, Iowa

6 If to Physician: INSERT PROVIDER NAME ADDRESS Or to the attention of such other persons or to such other addresses as may be given by due notice. VIII. CHANGES IN LAWS OR ETHICS RULES: If there shall be any changes in laws, rules or regulations, or the canons of ethics, which impinge upon this Agreement, the parties shall cooperate in revising this Agreement, if appropriate, to take such changes into account. VIII. CONFIDENTIALITY: Physician will keep and maintain at all times hereafter the terms and conditions of this Agreement (and all agreements and documents referred to herein) confidential and will not disclose the same to any third persons or entities whomsoever, except to Physician s legal counsel and accountants, and except as otherwise required by law. X. ASSIGNMENT PROVISION: The work and services provided for herein shall be performed solely by the Physician. Neither this Agreement nor any interest therein or claim thereunder, may be assigned or transferred by the Physician to any third-party. XI. HEADINGS AND CAPTIONS: The titles or captions of sections and paragraphs in this Agreement are provided for convenience of reference only, and shall not be considered a part hereof for purposes of interpreting or applying this Agreement, and such titles or captions do not define, limit, extend, explain or describe the scope or extent of this Agreement or any of its terms or conditions. XII. CONSTRUCTION: This Agreement shall not be construed more strongly against any party regardless of who was more responsible for its preparation. XIII. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. XIV. WAIVER OF JURY TRIAL: EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. 6

7 Accepted by the undersigned: PHYSICIAN: PRIMARY HEALTH CARE, INC.: Physician Kelly Huntsman, Executive Director Bery Engebretsen, MD, Medical Director 7

8 EXHIBIT A TO PHYSICIAN EMPLOYMENT AGREEMENT THIS EXHIBIT A is made a part of the Physician Employment Agreement ("Agreement") dated as of, 2009, and effective, 2009, by and between Primary Health Care, Inc. ("PHC") and INSERT NAME, M.D. ("Physician"). 1. Physician s compensation under the Agreement shall be as follows: (a) As Physician's entire compensation for all services rendered to or for PHC in any capacity during the term of this Agreement, Physician shall have and receive, subject to withholding and other applicable employment taxes, an annual salary of $ dollars. (b) Physician shall be eligible for quarterly Gain Sharing Program payments as defined by PHC s Gain Sharing Program implemented in October, 2003; as such plan may be amended by PHC from time to time. Notwithstanding the foregoing, during the first year of Physician s employment under this Agreement, Physician shall be entitled to a minimum payment of $3,125 per calendar quarter under the Gain Sharing Program with such amount being reduced on a pro rata basis to account for Physician s part-time work under this Agreement and situations in which Physician s employment under this Agreement commences on a date other than the first day of a calendar quarter, if applicable ( Minimum Payment ). In the event that the amount payable to Physician under the terms of the Gain Sharing Program is in excess of the Guaranteed Amount, Physician shall be paid such excess amount in addition to the Minimum Payment. (c) Notwithstanding anything herein that may appear to be to the contrary, Physician's compensation shall always be determined so as to be in compliance with all applicable laws, rules and regulations. 2. The Effective Date of this Agreement is. 3. Physician shall be required to provide 40 hours per week of scheduled clinic time under this Agreement. 4. In the event of any conflict between the Agreement and this Exhibit A, this Exhibit A will govern. Accepted by the undersigned: PHYSICIAN: PRIMARY HEALTH CARE, INC.: Physician Kelly Huntsman, Executive Director Bery Engebretsen, MD, Medical Director 8