PRIME PLC MEMBER CONTRACT
This Member Contract (the “Agreement”) is made between you, as the undersigned individual or individuals (collectively referred to for convenience in the singular as the “Member” or the “Beneficiary”), Prime Direct Primary Care, PLC, a Virginia professional limited liability company (“Prime PLC”), and Kathryn A. Dreger, M.D. (“Physician”) also referred to as the “party” or “parties,” to take effect when this Agreement has been signed by the parties and subject to the following terms and conditions:
1. Membership Health Services. The membership health services (the “Services”) provided in return for the payment of the fees set out in this Agreement will be limited to the following:
- Annual physical exam (usually lasting one hour)
- Up to five (5) additional visits per year (usually lasting 30 minutes). If additional visits are required, each additional visit will be billed for a flat fee, as set forth on Prime PLC’s Fee Schedule, which can be reviewed on Prime PLC’s website.
- Accelerated appointment scheduling and shorter waiting times for appointments
- Longer appointment availability
- Facsimile, e-mail and phone accessibility
- Personalized coordination and follow up of specialist care
- Individualized referral assessments
- Other benefits and services as may be made available from time to time by Prime PLC if and as communicated to the Member in writing.
The Member acknowledges and agrees that personal access to Prime PLC’s doctors remains subject to various factors, including an assessment of a Member’s condition, complaint or inquiry, the availability of Prime PLC’s staff members, emergencies of other Members, and the physician’s personal presence or availability.
2. Health Membership Fees. A one-time non-refundable administrative charge to cover the heightened information, administrative, and logistical procedures of Prime PLC is due upon signed submission of this Agreement in the amount of an Enrollment Charge of $75 per Member (which will be waived for Members signing up before August 15, 2016). Membership fees are intended to generally correlate to the value of the Services provided and are separately set out on the Prime PLC website at prime-plc.com. These Membership fees are payable monthly and will be billed as of the end of each month. Prime PLC reserves the right to change the Membership fees by providing you with forty-five (45) days advance written notice.
3. Benefits Not Transferable. A Member’s membership benefits are not transferrable, in whole or in part. No substitutions of services may be requested or made. Unused services do not carry over, and also do not offset future Membership fees or costs, from one contractual membership period to another contractual membership period in any manner whatever. The availability of certain services offered by Prime PLC does not medically indicate that they are appropriate for all Members, and the Member acknowledges and agrees that any health services made available under this Agreement are subject to highly personalized variables including, but not limited to, a Member’s age, gender, and medical condition.
4. Insurance Distinguished. This Agreement is not a contract of insurance. By signing this Agreement, you acknowledge and agree that this Agreement is not a substitute for health insurance or other health plan coverage, including membership in an HMO, and does not constitute health insurance. By signing this Agreement, you acknowledge that Prime PLC has advised you to maintain in full force (or to purchase) health insurance policy(ies) or plans to cover you and your family members. This Agreement is not intended to replace any existing or future health insurance or health plan coverage that a Member may now or in the future maintain for the Member or Member’s family. Participation as a Member pursuant to this Agreement does not alter or otherwise affect separate medical services and co-payments or deductibles required by a Member’s private health insurance, Medicare, or other third party payment plans or programs.
5. Fees Are Member’s Sole Responsibility. The Member agrees to be solely responsible financially for payment of all fees incurred with Prime PLC. In addition to the Services covered by the Membership fee in this Agreement, all fees for other services, for example, lab fees under certain circumstances (“Other Services”) provided by Prime PLC shall be due and payable at the time such Other Services are rendered. Please consult Prime PLC for a list of Other Services and related fees. If the Member is signing this Agreement on behalf of any adult person as a guardian, conservator, agent under any power of attorney or directive (the “Representative”), the Member or Representative, as applicable, hereby agrees to pay for all fees of such represented person and agrees to indemnify and hold Prime PLC harmless from all claims and fees, including attorney’s fees, of said represented persons.
6. Reimbursement from Insurance or Medicare. Prime PLC will not seek reimbursement from any insurer, Medicare, or other third-party payer for fees for any Services paid by the Member pursuant to this Agreement or for Other Services that may be provided by Prime PLC. With respect to a Member’s seeking reimbursement, the Member further acknowledges and agrees as follows:
(a) Services. The Member hereby acknowledges and agrees not to submit any charges or fees for the Services paid pursuant to this Agreement to Medicare or the Member’s private insurance carrier, provided, however, that reimbursement may be obtained from a Member’s Health Savings Account (“HSA”) or Flexible Benefits Account (“FBA”), if any, depending upon the terms and conditions of such plans.
(b) Other Services. The Member may seek reimbursement from the Member’s private insurance carrier for fees paid to Prime PLC for Other Services, depending upon the terms and conditions of such plans.
7. Term, Renewals and Termination. The initial term of this Agreement shall be one (1) calendar year from the date this Agreement has been signed by both parties. This Agreement shall automatically renew each year for additional one-year terms thereafter, unless either party gives written notice of non-renewal at least 30-days prior to the then operative anniversary date of this Agreement. Upon renewal of this Agreement, Prime PLC’s monthly billing for its Services shall simply continue. Spouses or families who elect to renew the Agreement only partially, as to fewer than all original Members, may do so in writing at least 30-days prior to then operative one-year anniversary date of this Agreement. Any such future partial renewals shall not require a separate written amendment or modification of this Agreement. You hereby agree that Prime PLC’s invoice may be sent to you by e-mail or first-class mail. Prime PLC or the Member may terminate this Agreement at any time upon 30-days’ prior written notice. If the Agreement is terminated, the Member will be obligated to pay any unpaid Prime PLC Membership fee, but the Member will be entitled to a prorated refund of the Prime PLC monthly Membership fee, based upon the number of days in the month of termination that have passed before Prime PLC’s receipt of the Member’s notice of termination. If for any reason the Member’s doctor leaves Prime PLC, the Member’s care will be transferred to another doctor in Prime PLC if there is room in Prime PLC to accommodate the Member (it being understood by the Member that in order to provide the individualized Services, each physician in Prime PLC limits the number of active patients for which he/she will accept responsibility) or this Agreement will be terminated and the Member be entitled to a prorated refund of the Membership Fee as outlined above.
8. Communications by E-mail, Fax, Text Message, or Cell Phone. The Member agrees that, although Prime PLC will make reasonable efforts to keep e-mail, fax, text message, or cell phone communications confidential and secure, communications by e-mail, fax, text message, or cell phone are not guaranteed to be secure or completely confidential methods of communication. The Member hereby authorizes Prime PLC, including its members, managers, employees, agents and representatives, to communicate by e-mail, fax, text message, or cell phone with the Member regarding the Member’s “protected health information” (“PHI”) as that term is defined by the Health Insurance Portability and Accountability Act (HIPAA) of 1996, as amended, and its implementing regulations. The Member agrees and acknowledges that communications made by e-mail, fax, text message, or cell phone may become part of the Member’s medical records. The Member acknowledges that if the Member uses an employer-supplied e-mail platform or cell phone, the Member’s employer may become privy to or otherwise obtain access to the Member’s PHI. The Member is advised to use only private e-mail addresses and cell phones.
9. Alternative Dispute Resolution. The following alternative dispute resolution (“ADR”) provisions apply. Any and all claims, causes of action, disputes, controversies, regardless when they allegedly arose or actually arose (the “claim” or “claims”), between or among the parties hereto, arising from, relating to, or in connection with the Member, Prime PLC (including any member, manager, employee, agent or representative thereof), the Services, Other Services, and this Agreement, including arbitrability of any claim, shall be subject first to non-binding mediation utilizing one of the ADR forums in this section, which mediation shall be limited to four (4) hours, unless all parties thereto waive or alter said limitation in writing. If any claim cannot be resolved through non-binding mediation, not later than sixty (60) days after the conclusion of the mediation, any and all such unresolved claims shall be subject to binding, mandatory, and final arbitration, to be submitted to and governed by the arbitral forum’s rules as modified herein, which arbitration may be administered by any of the following arbitral forums: Juridical Solutions, PLC; the McCammon Group; or the American Arbitration Association. The arbitration determination or award shall be binding, final, and conclusive upon the parties thereto. The arbitral forum’s filing fees, administrative costs and fees, together with the arbitrator’s fees, initially will be equally divided and required to be paid accordingly, subject to the provisions of this Agreement. Any issue involving the arbitrability of a claim or the interpretation and/or construction of this Agreement or this provision shall be governed by the Federal Arbitration Act. Any arbitration, including any participatory hearing, shall take place solely in Arlington County, Virginia. The parties hereby waive any right to a trial by jury. If Prime PLC substantially prevails upon a claim or defense, the arbitrator shall award Prime PLC its reasonable attorney’s fees, arbitration filing fees and all administrative fees and/or costs.
10. Amendment or Modification. Except as expressly stated in this Agreement, no amendment or modification of this Agreement shall be binding on a party unless it is made in writing and signed by all parties hereto. Notwithstanding the foregoing, Prime PLC may unilaterally amend this Agreement to the extent required by federal, state, or local law or regulations by sending you thirty (30) days’ advance written notice of any such amendment or modification. Any such changes shall be incorporated by reference into this Agreement without the need for signature by the parties and shall be effective as of the date established by Prime PLC, provided, however, that the Member shall initial any such change at Prime PLC’s request. Moreover, if any federal, state, or local law or regulations requires this Agreement to set forth any provisions that are not contained in this Agreement, then, to the extent necessary, such provisions shall be incorporated by reference into this Agreement and shall be deemed to be a part of this Agreement as though they were expressly contained in this Agreement.
11. Miscellaneous. The laws of the Commonwealth of Virginia (without regard to its conflicts of law provisions) shall apply to this Agreement. Prime PLC may assign this Agreement to any affiliated, consolidated, or successor entity. The Member indemnity, the ADR and these miscellaneous provisions of this Agreement shall survive the term, cancellation or termination of this Agreement. The Member shall not assign any rights or obligations under this Agreement. No waiver of rights shall be presumed to be made unless made and acknowledged in writing by the party alleged to waive any such rights under this Agreement. Any claim or claims, other than for the payment or refund of fees, relating to, arising from, or in connection with any Service or Other Services must be brought not later than two years from the date of any alleged breach that is made subject to ADR. No party to this Agreement may rely upon any statement, promise, or representation that is not expressly set forth in this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction against any party or parties drafting or causing it to be drafted. If any portion of this Agreement is found to be or declared as unenforceable or void by any tribunal, for any reason, the remaining portions shall be severable, and fully enforceable as if no such finding of unenforceability had issued. This Agreement may be signed in one or more counterparts, each of which shall constitute one and the same instrument. The Agreement shall be deemed signed by Prime PLC and Physician when you properly execute and submit the Agreement without any revisions not otherwise approved in writing by Prime PLC. Signatures of the parties via facsimile, by PDF transmitted by e-mail or by showing your acceptance of the Agreement by clicking “I have read and agree to the Prime PLC Member Contract” on Prime PLC’s website shall be sufficient to bind the parties and to serve as an original thereof. Whenever the singular number is used in this Agreement, including as to the term “Member,” and when required by context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa. The headings in this Agreement are inserted for convenience only and are not intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof. This Agreement shall constitute the entire and only Agreement between the parties about this subject matter.
12. Medicare. If you as the Member are eligible, or during the term of this Agreement become eligible for Medicare, then, by execution of this Agreement, you agree to Opt Out of participation in Medicare in accordance with the following terms and conditions:
Medicare Opt Out Agreement
Prime PLC, Physician, whose principal medical office is located at 1715 N. George Mason Drive, #306, Arlington, VA22205-3656, and you, as the Beneficiary enrolled in Medicare Part B, who resides at the address set forth in the records of Prime PLC agree as follows:
The Balanced Budget Act of 1997 allows physicians to “opt out” of Medicare and enter into private contracts with patients who are Medicare beneficiaries. In order to opt out, physicians are required to file an affidavit with each Medicare carrier that has jurisdiction over claims that they have filed (or that would have jurisdiction over claims had the physicians not opted out of Medicare). In essence, the physician must agree not to submit any Medicare claims nor receive any payment from Medicare for items or services provided to any Medicare beneficiary for two years.
This portion of the Agreement between Beneficiary and Physician is intended to be the contract physicians are required to have with Medicare beneficiaries when physicians opt-out of Medicare. This portion of the Agreement is limited to the financial agreement between Physician and Beneficiary and is not intended to obligate either party to a specific course or duration of treatment.
(1) Physician agrees to provide Beneficiary such treatment as may be mutually agreed upon and at mutually agreed upon fees.
(2) Physician agrees not to submit any claims under the Medicare program for any items or services, even if such items or services are otherwise covered by Medicare.
(3) Physician agrees not to execute this contract at a time when Beneficiary is facing an emergency or urgent healthcare situation.
(4) Physician agrees to provide Beneficiary with a signed copy of this document before items or services are furnished to Beneficiary under its terms. Physician also agrees to retain a copy of this document for the duration of the opt-out period.
(5) Physician agrees to submit copies of this contract to the Centers for Medicare and Medicaid Services (CMS) upon the request of CMS.
(1) Beneficiary agrees to pay for all items or services furnished by Physician and understands that no reimbursement will be provided under the Medicare program for such items or services.
(2) Beneficiary understands that no limits under the Medicare program apply to amounts that may be charged by Physician for such items or services.
(3) Beneficiary agrees not to submit a claim to Medicare and not to ask Physician to submit a claim to Medicare.
(4) Beneficiary understands that Medicare payment will not be made for items or services furnished by Physician that otherwise would have been covered by Medicare if there were no private contract and a proper Medicare claim had been submitted.
(5) Beneficiary understands that Beneficiary has the right to obtain Medicare-covered items and services from physicians and practitioners who have not opted out of Medicare, and that Beneficiary is not compelled to enter into private contracts that apply to other Medicare-covered items and services furnished by other physicians or practitioners who have not opted out of Medicare.
(6) Beneficiary understands that Medigap plans (under section 1882 of the Social Security Act) do not, and other supplemental insurance plans may elect not to, make payments for such items and services not paid for by Medicare.
(7) Beneficiary understands that CMS has the right to obtain copies of this contract upon request.
Medicare Exclusion Status of Physician
Beneficiary understands that Physician has not been excluded from participation under the Medicare program under section 1128, 1156, 1892, or any other sections of the Social Security Act.
13. Agreement’s Effective Date and Duration. This Agreement becomes effective on the date properly signed by you in accordance with Section 11 hereof, and will continue in effect until terminated. Either party may terminate treatment in accordance with Section 7 hereof. Notwithstanding this right to terminate treatment, both Physician and Beneficiary agree that the obligation not to pursue Medicare reimbursement for items and services provided under this Agreement contract will survive the termination of this Agreement. Notwithstanding any other provision of this Agreement, Beneficiary shall indemnify Prime PLC for its costs or other damages incurred due to a breach by Beneficiary of the terms of Section 12 hereof, including, but not limited to, reasonable attorney’s fees.
14. Successors and Assigns. The parties agree that this Agreement will be fully binding on their heirs, successors, and assigns. The parties intend to be legally bound by signing this Agreement as provided in Section 11 hereof.