AGREEMENT FOR PREFERRED PROVIDER ORGANIZATION DENTAL PROVIDER PANEL

THIS AGREEMENT is entered into this first (1st) day of MONTH/YEAR, by and between CENTRAL VALLEY DENTAL PARTNERS, a for-profit California corporation and independent practice association of dentists (hereinafter referred to as "CVDP") and XYZ CORPORATION (hereinafter referred to as "XYZ CORPORATION").

IN CONSIDERATION of the mutual covenants hereinafter contained, the parties hereby agree:

DECLARATIONS
A.	CVDP enters into contractual relationships with dentists licensed to practice dentistry in the State of California. Dentists who sign CVDP's Participating Provider Agreements are contractually obligated to abide by the terms and provisions of CVDP's Participating Provider Agreement.
B.	The dentists with whom CVDP contracts are hereinafter referred to as "Participating Providers". These dentists, who have signed CVDP Participating Provider Agreements and contractually agreed to provide dental services in accordance with CVDP's fee schedule are hereinafter referred to as "Preferred Provider Organization (PPO) Participating Providers." Collectively, PPO Participating Providers are hereinafter referred to as CVDP's "PPO Panel". The CVDP fee schedule that CVDP's PPO Panel has agreed to is set forth in Exhibit 1 and is attached hereto and incorporated herein by reference.
C.	XYZ CORPORATION desires to contract with CVDP to provide XYZ CORPORATION employees and eligible dependents with dental services from CVDP's network of dentists on CVDP's PPO Panel in accordance with CVDP's PPO fee schedule and to provide XYZ CORPORATION with utilization review services to insure appropriateness of dental care and compliance with plan benefits, limitations, and exclusions. "Members" shall hereinafter refer to individuals who are eligible for dental benefits as determined by XYZ CORPORATION.
AGREEMENT
1.0	TERM AND TERMINATION OF AGREEMENT
1.1.	Term. The term of this Agreement shall commence on the date first written above and continue in force and renew yearly thereafter unless terminated by either party with sixty (60) days written notice.
1.2.	Termination. Either party may terminate this Agreement by giving the other party sixty (60) days written notice as specified in Section 2.0 of this Agreement. This Agreement may be terminated effective immediately by either party if the other party materially breaches any provision contained in this Agreement.
1.3.	Treatment In Progress Upon Termination. In the event of termination of this Agreement, CVDP's PPO Participating Dentists shall complete treatment started prior to the termination date at the agreed upon rates in the Participating Provider Agreements.
1.4.	Patient Notification Upon Termination. In the event of termination of this Agreement, CVDP's Participating Providers shall notify XYZ CORPORATION's Members this Agreement has been terminated if XYZ CORPORATION's Members seek appointments and request dental services for the fees set forth in CVDP's fee schedule from CVDP's PPO panel. CVDP's PPO Participating Providers shall notify XYZ CORPORATION's Members this Agreement has been terminated prior to providing dental services. If CVDP's PPO Participating Providers do not give such notice to XYZ CORPORATION's Members, CVDP's PPO Participating Providers shall accept payment for services rendered at rates that would have been payable had this Agreement remained in effect.
2.0.	NOTICE. Any notices to be given by either party to the other shall be in writing and may be transmitted either by facsimile, courier, personal delivery, or by registered or certified mail (postage prepaid with return receipt requested). Mailed notices shall be addressed to the parties at the addresses appearing in this Paragraph. Each party may change its address by written notice in accordance with this Paragraph. Notices delivered personally shall be deemed communicated as of the date of actual receipt and mailed notices shall be deemed communicated two (2) days after the date of mailing.
	CVDP:	Thomas H. Downing, DDS President, Central Valley Dental Partners Post Office Box 1071 Fresno, CA 93714
	XYZ CORPORATION:	_________________________________ _________________________________ _________________________________ _________________________________
3.0	MEMBER ELIGIBILITY AND PLAN PARAMETERS.
3.1.	Eligible Members. Members eligible for treatment by CVDP's PPO Participating Providers hereunder shall be only those Members then covered under XYZ CORPORATION's self-funded dental benefit plan as described in the plan booklet which is attached hereto as Addendum I and is incorporated herein by reference. XYZ CORPORATION shall provide Member eligibility with employee additions, termination's, and/or changes in employment status to CVDP by the twenty-fifth (25th) day of each month.
3.2.	Verification of Eligibility. If necessary, CVDP shall call XYZ CORPORATION's Human Resources Department to verify eligibility of XYZ CORPORATION Members.
4.0	RENDITION OF CARE
4.1.	Provision of Dental Services. CVDP's Participating Providers agree to render all necessary dental services provided, however, that CVDP's PPO Participating Providers shall have the right within the framework of professional ethics to reject any patient seeking his or her professional services.
4.2.	Emergency Service. CVDP's Participating Providers shall provide 24-hour emergency service and shall arrange for coverage of emergencies after normal office hours and during other periods when their offices are closed.
4.5.	Dentist/Patient Relationship. It is expressly understood that this Agreement shall not interfere with, hinder, or supersede dentist/patient relationships between CVDP's PPO Participating Providers and XYZ CORPORATION's Members. CVDP's Participating Providers shall be solely responsible for dental advice and treatment rendered to XYZ CORPORATION's Members.
5.0.	PATIENT GRIEVANCES AND PEER REVIEW
5.1.	Peer Review and Patient Grievances. CVDP shall maintain a Peer Review Committee that is charged with resolving problems, complaints, and/or disputes about quality or appropriateness of dental treatment, utilization, and/or irregular billing practices. CVDP's PPO Participating Providers shall be subject to findings, determinations, and decisions rendered by CVDP's Peer Review Committee. In cases involving CVDP's PPO Participating Providers, XYZ CORPORATION shall refer problems, complaints and/or disputes about quality or appropriateness of dental treatment, utilization, and/or irregular billing practices to CVDP's Peer Review Committee for resolution. Referrals to CVDP's Peer Review Committee shall be made on the form set forth in Exhibit 3, which is attached hereto and incorporated herein by reference.
6.0	PAYMENT TO THIRD PARTY ADMINISTRATOR
6.2.	XYZ CORPORATION Financially Responsible for Dental Services. XYZ CORPORATION shall pay the third party administrator responsible for adjudicating claims from CVDP's PPO Participating Providers and from non-participating dentists in accordance with the terms outlined in Addendum II which is attached hereto incorporated herein by reference.
7.0.	XYZ CORPORATION'S DUTIES AND RESPONSIBILITIES
7.1.	Explanation of Plan Benefits To Members. XYZ CORPORATION shall apprise Members of the scope and duration of benefits such Members are entitled under XYZ CORPORATION's plan.
8.0.	LIMITED LIABILITY.
8.1.	CVDP to Hold XYZ CORPORATION Harmless. CVDP agrees to indemnify and hold harmless, XYZ CORPORATION, and any of its contracting organizations or individuals, and their boards of directors, officers, employees, agents, or administrators, from and against all claims, suits, demands, and actions that may arise out of any alleged breach by CVDP of any provision of this Agreement or by CVDP's gross negligence or willful misconduct. Except as stated above, CVDP shall not be liable to XYZ CORPORATION or to anyone who may claim any right due to his or her relationship with XYZ CORPORATION, for any third party claims based on the acts or omissions of CVDP, its agents, consultants, associates, partners, owners, or employees.
8.2.	XYZ CORPORATION to Hold CVDP Harmless. XYZ CORPORATION agrees to indemnify and hold CVDP, and any of its Participating Providers, and its board of directors, harmless from and against all claims, losses, costs, damages, and expenses (including attorneys' fees) caused by or arising out of a breach by XYZ CORPORATION of any provision of this Agreement or by XYZ CORPORATION's gross negligence or willful misconduct. Except as stated above, XYZ CORPORATION shall not be liable to CVDP, or to anyone who may claim any right due to his or her relationship with CVDP, for any third party claims based on the acts or omissions of XYZ CORPORATION, its agents, consultants, associates, partners, owners, or employees.
9.0.	PROFESSIONAL LIABILITY INSURANCE. At all times during the term hereof, CVDP's PPO Participating Providers shall maintain professional liability insurance in an amount of not less than Two Hundred Thousand Dollars ($200,000) per person or Six Hundred Thousand Dollars ($600,000) per incident.
10.0.	ATTORNEYS FEES. If any action, arbitration, or other proceeding is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. This provision for recovery of attorneys' fees shall be construed as applicable to the entire Agreement.
11.0	PARTIAL INVALIDITY. If any provision of this Agreement is adjudged unlawful by any court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. Further, if any portion of this Agreement is adjudged invalid by a court of competent jurisdiction, such determination shall have no effect whatsoever on any amounts that XYZ CORPORATION owes CVDP or CVDP's PPO Participating Providers.
12.0.	INDEPENDENT CONTRACTOR STATUS
12.1	CVDP's Participating Providers are Independent Contractors. It is expressly agreed between the parties that CVDP's Participating Providers are independent contractors and not XYZ CORPORATION's employees. It is further agreed that CVDP and XYZ CORPORATION shall not have any dominion or control over the practices of CVDP’s Participating Providers, dentist/patient relationships, and/or the personnel or facilities of CVDP's Participating Providers.
12.2.	CVDP is an Independent Contractor. It is expressly agreed between the parties that CVDP is an independent contractor and not XYZ CORPORATION's partner, joint venturer, co-owner, or agent.
13.0.	NON-COMPETITION AND EXCLUSIVITY.
13.1.	Independent Practice Associations of Dentists. For the duration of this Agreement, XYZ CORPORATION shall not contract with any other incorporated or unincorporated Independent Practice Association that is comprised of, or owned by, dentists who practice in the state of California.
14.0.	CONFIDENTIALITY. All information relating to the business and financial affairs of CVDP and CVDP's Participating Providers shall be kept in strict confidence by XYZ CORPORATION. All information relating to the business and financial affairs of XYZ CORPORATION shall be kept in strict confidence by CVDP and CVDP's Participating Providers. The foregoing obligation, however, does not apply to any information that has become publicly available or that is rightfully obtained from or by third parties or disclosures required by State or federal law.
15.0.	ASSIGNMENT. Neither the rights nor obligations of either party to this Agreement may be assigned or delegated without the prior written consent of the other party.
16.0.	BINDING EFFECT. Subject to Paragraph 15.0 of this Agreement, this Agreement shall be binding upon and inure to the benefit of the successors and assigns to the parties hereto.
17.0.	WAIVER. The waiver of any breach or condition of this Agreement by either party shall not constitute a continuing waiver or a waiver of any subsequent breach either of the same or another provision of this Agreement.
18.0.	HEADINGS. The paragraph headings contained herein are for the purpose of convenience only and shall not be considered in construing this Agreement.
19.0.	AMENDMENT. The terms, covenants, and conditions of this Agreement may not be altered, changed, or modified except for modifications in writing signed by both parties.
20.0.	ENTIRE AGREEMENT. This Agreement, including exhibits and addenda hereto, contains the sole and entire Agreement between the parties relating to the rights granted herein and the obligations assumed herein. Any oral representations or modifications concerning this Agreement shall be of no force or effect, except for subsequent modifications in writing signed by both parties. CVDP agrees that any amendments to California State regulations shall, when applicable, automatically become part of this Agreement and in the event of any inconsistencies between this Agreement and State or federal laws, State and federal laws and regulations shall prevail over any provisions of this Agreement.
21.0.	SUPERSEDING AGREEMENT. This Agreement supersedes and cancels any previous agreements between CVDP and XYZ CORPORATION relating to XYZ CORPORATION's Members and their covered dependents. This Agreement supersedes and cancels any agreement previously entered into by and between CVDP's PPO Participating Providers made with or on behalf of any group, organization, or individual for which XYZ CORPORATION is acting.
22.0.	GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. This Agreement shall be interpreted according to its fair meaning and neither strictly for nor against either of the parties hereto.
AS EVIDENCED BY SIGNATURE BELOW, CVDP and XYZ CORPORATION hereby agree to all of the terms and conditions of this Agreement.
	CVDP: By: ________________________________________        Tom Downing, DDS, CVDP President Date:________________________
	XYZ CORPORATION: By:__________________________________________ Name:_______________________________________ Date:______________________

 

 

 

 

Exhibit 1 - CVDP Preferred Provider Organization (PPO) fee schedule

 

Exhibit 2 - CVDP PPO Participating Providers

 

Exhibit 3 - Peer Review form

 

 

 

 

 

 

ADDENDUM I

XYZ CORPORATION
SELF-FUNDED DENTAL BENEFIT PLAN

 

ADDENDUM II

XYZ CORPORATION
THIRD PARTY ADMINISTRATOR

PESC Administrators will invoice the following fees on a monthly basis:
Third Party Administration	$4.25/employee/month *
CVDP PPO Network Access	$0.50/employee/month
Utilization management & review	$0.50/employee/month
Plastic Identification Cards (one-time charge)	$1.50/employee (2 cards)
Summary Plan Document Booklets	$1.00/employee **
The following Administrative Fees are NOT included in the monthly self-funding rates and will be billed as separate charges.
Preparation of 5500 forms (if requested)	To Be Determined
Initial Standard Plan Document Set-Up fee	$250
Standard Plan Document Amendments	$100 per amendment

* Includes all costs associated with third party administration which includes dental claims processing, standard reports, PPO Provider Directories, recruitment of new dentists in specified areas, and member assistance services.
** This item incurs a one-time fee and is optional

 

FUNDING ARRANGEMENTS TO BE DETERMINED . . .