kaiserpapers.com/businesspractices

Kaiser Permanente MEDICAL SERVICE AGREEMENT

At Risk Compensation

Section K-1.   Planned At Risk Compensation

  Medical Group is placed at risk with respect to a portion of its planned com­pen­sa­tion, called Planned At Risk

Compensation.  The amount of Planned At Risk Compensation for each calendar year will be set forth, or determined in

the manner set forth, in the Memorandum of Understanding.  The reasons for placing Medical Group at risk with respect to

a portion of its planned com­pen­sa­tion are to:

provision of Medical Services, Hospital Services and Administrative Services incident to the conduct of the Medical Care

Program, consistent with maintaining appropriate standards of quality and service; and with maintaining appropriate

standards of quality  and service; and

  (b)  Help protect the solvency of Health Plan by transferring a portion of the financial risk of conducting the

Medical Care Program to Medical Group; and

  (c)  Meet the requirement of the Health Maintenance Organization Act of 1973, as amended, and regulations and

rulings thereunder, to the extent that they require Medical Group to be placed financially at risk.

Section K-2  Calculation of At Risk Compensation

  Planned At Risk Compensation will be adjusted as follows to produce At Risk Compensation:

  (a)  If there is zero Net Program Revenue, Planned at Risk Compensation will not be adjusted:

  (b)  If there is a deficit in Net Program Revenue, Planned At Risk Compensation will be reduced by an amount

equal to the lesser of Planned At Risk Compensation or 50% of the deficit in Net Program Revenue;

  (c)  If there is any Net Program Revenue, Planned  At Risk Compensation will be increased by an amount equal to

50% of Net Program Revenue, except that At Risk Compensation will not exceed 10% of Medical Service Costs for the

year.  If At Risk Compensation (that would be payable were it not for said 10% limitation) exceeds 10% of Medical Service

Costs, then the excess over 10% will be retained by Health Plan and utilized in furtherance of general Medical Care

Program objectives such as increasing benefits to Members, adding to or improving facilities, or minimizing rate increase

requirements in future years.

Section K-3  Determination of Net Program Revenue

 The sum of the following amounts will be subtracted from Program Revenue:

 (a)   All Health Plan costs and expenses for the year (including the cost of wage, salary and finge benefit  

increases for  employees of Health Plan, but excluding the amount of such increases to non-unionized employees not

approved by Medical Group),  except that the cost of any qualified retirement plan is the amount budgeted to fund the

retirement plan trust  ("Trust") regardless of the amount computed pursuance to Statement of  Financial Accounting

Standards No. 87,  Employers' Accounting for Pensions ("FASB 87"), but excluding (i) depreciation, (ii) taxes

and other governmental impositions or charges, (iii) expenses, if any, allocable to the production of Excluded Revenue,

and (iv) actual com­pen­sa­tion to Health Plan and Hospitals man­age­ment personnel determined at year-end, in

addition to monthly salary, as recognition for services performed during the year; plus

  (b)   Base Compensation to Medical Group for the year under Article J of this Agreement; plus

  (c)  Planned At Risk Compensation and planned com­pen­sa­tion to Health Plan and Hospitals man­age­ment

personnel determined at year-end, in addition to monthly salary, as recognition for services performed for the year; plus

  (d)  Base Compensation to Hospitals for the year under Article G of the Hospital Service Agreement, except (i)

amounts allocable to depreciation, and (ii) taxes and other governmental impositions or charges; plus

  (e)  Revenue attributable to Nonmember and Workers' Compensation Services; plus

  (f)   Other Revenue; plus

  (g)   Miscellaneous Revenue collected and retained by Hospitals (which reduces Base Compensation to

Hospitals referred to in (d) above); plus

  (h)  The net amount, if any, by which the aggregate sum of actual expenses is less than the aggregate sum

of planned expenses (as set forth in the Operating Budget) to the extent attributable to:

  (i)   Delays in or early openings of new facilities; and

  (ii)  Delays in or early acquisition of facilities or sites for proposed facilities; and

  (iii) Medical Group extraordinary expenses generally related to new facility start-up costs; and

  (iv)  Any other item agreed to in writing by Health Plan and Medical Group; plus

  (i)   The amount set forth in the Operating Budget and Memorandum of Understanding as planned cash

generation to meet the planned capital requirements of Health Plan and Hospitals,  (A) reduced by the amount,

if any, by which the amount budgeted to fund any Health Plan or Hospitals Trust exceeds the amount computed

pursuant to FASB 87, and (B) increased by the amount, if any, by which the amount budgeted to fund any

Medical Group Trust exceeds the amount paid to Medical Group for contribution to the Trust; plus

  (j)  The planned amount of taxes and other governmental impositions or charges upon or payable by Health

Plan or Hospitals, increased or decreased by the actual amount of any variance from forecast in any such tax, imposition

or charge, but excluding any increase or decrease attributable to a variance due to a change in organizational

status or classification, change in law, administrative or judicial decision, or mistake of law; plus

  (k)  Any other item agreed to in writing by Health Plan and Medical Group.

  The balance of Program Revenue, if any, remaining after all of the foregoing have been deducted

is Net Program Revenue.

Section K-4  Payment of At Risk Compensation

  At Risk Compensation will be determined on an annual basis and final payment will be made within a reasonable

time following completion of the outside audit for the year, but in no event later than April 1 of the following year.

Health Plan will periodically estimate and report to Medical Group the status of At Risk Compensation, and advances

against estimated At Risk Compensation may be paid at any mutually agreed time.

Section K-5  Distribution of At Risk Compensation

  At Risk Compensation will be paid to Medical Group, free from restriction, for distribution among employees

of Medical Group in such manner as Medical Group, in its discretion, may determine.  Medical Group intends to

implement   equitable arrangements under which At Risk Compensation will be distributed on an individual,

depart­ment, subgroup, or other appropriate basis so as to constitute an effective incentive for efforts of indi­vid­uals,

depart­ments and subgroups to further the common interests of Health Plan and Medical Group in providing

maximum benefits to Members at the most reasonable cost consistent with maintaining accepted professional

standards of Medical Services and Hospital Services.

Section K-6  Determination of Net Medical Group Revenue

 Net Medical Group Revenue is the amount, if any, by which the sum of:

 (a)  Base Compensation to Medical Group; plus

 (b)  At Risk Compensation; plus

 (c)  Revenue attributable to Nonmember and Workers' Compensation Medical Services; plus

 (d)  Other Revenue; plus

 (e)  Any other revenue agreed to in writing by Health Plan and Medical Group as subject to this

definition; exceeds all Medical Group expenses (including salaries of Physicians and any Residual Claim paid by

Medical Group but not reimbursed by Health Plan, but excluding any payments under Section K-4) incurred by

Medical Group during the calendar year realting to performing Medical Services and other services under

this Agreement.  If the sum of  (a)  through  (e) above is less than all Medical Group expenses as herein described,

then Net Medical Group Revenue will be a nega­tive number.  

Section K-7.  Negative Variance In Net Medical Group Revenue

there is a nega­tive Variance in Net Medical Group Revenue, then Health Plan will pay Medical Group a portion thereof

(multiplied by the number of Eligible Physicians) according to the following table:

Amount of Negative Variance At Least Up To Amount to be Paid By Health Plan   0 $  500 20% $  500 $1,000 $100 plus 50% of variance over $500 $1,000 No Limit $350 plus 90% of variance over $1,000   If application of this Section K-7 is necessary, it will be applied only once each year.

Section K-8.  Positive Variance  

  (a)  Reduction in Payments to Medical Group.  

Eligible Physicians) will be deducted according to the following table and applied as provided in Section K-10:  

Amount of Positive Variance

(b)  Addition by Health Plan

  If there is a positive Variance In Health Plan Cash Generation (after reduction by any payment under 

Section K-7), then (i) the amount of such Variance will be divided by the number of Eligible Physicians, (ii) 

portions of the resulting amount will be calculated according to the table set forth in Section K-8 (a), (iii) the 

resulting amount (corresponding to the "Amount to be Deducted" in the foregoing table) will be multiplied by 

the number of Eligible Physicians, and (iv) this amount will be applied as provided in Section K-10.

Section K-9.  Negative Variance in Health Plan Cash Generation

 

 If there is a nega­tive Variance In Health Plan Cash Generation (after applying Section K-7), then all or part 

of  the amount thereof may at Health Plan's election be included in the next Ratemaking Forecast, and the 

amount thus included will be solely for the account of Health Plan.

Section K-10.  Application of Positive Variances

  After all computations and payments to be made pursuant to this Agreement have been made, the sum of 

the amounts, if any, determined under Section K-8(a) and (b) will be applied first to reduce Health Plan's 

nega­tive net worth, if any, and then in furtherance of general Medical Care Program objectives such as 

increasing benefits to Members, adding to or improving facilities, or minimizing rate increase requirements in 

future years.

Section K-11.  Limitations on Amendments of Certain Agreements

  Health Plan will not amend the Hospital Service Agreement in a manner that increases payments to 

Hospitals and reduces payments to Medical Group without Medical Group's written consent, and will amend or 

rescind the Guaranty Agreement among Health Plan, Kaiser Foundation Hospitals, Kaiser Foundation Health 

Plan, Inc. and various subsidiaries of Kaiser Foundation Health Plan, Inc., executed effective April 1, 1989 

("Guaranty Agreement") only (a) with Medical Group's written consent or (b) upon at least 8 calendar months' 

written notice to Medical Group.  If the Guaranty Agreement is amended or rescinded under (b) without 

Medical Group's consent, then (x) all obligations (whether or not then known) incurred or accrued prior to the 

effective date of amendment or rescission will remain subject to the guaranty of the Guaranty Agreement as 

now in effect or as it may hereafter be amended, and (y) "15th month" in Section I-2(e) will be deemed to read 

"5th month" if the First Notice is given by Medical Group (but shall remain "15th month" if the first Notice is 

given by Health Plan), but if Health Plan gives a First Notice, then by notice in writing to Health Plan given 

within 30 days thereafter Medical Group may elect to have "15th month" in Section I-2(e) read "5th month" or 

any higher number month less than 15.

Section K-12.  Limitation on Changes in Compensation Methods   Neither Health Plan, Hospitals nor Medical Group will change its system or method of personnel

com­pen­sa­tion that is reflected in the Operating Budget without the consent of both parties hereto.