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HomeMy WebLinkAboutContract 47186-P13 CITY SECRETARY , ., C0NTFACT I10- ' 1� ( p M ADDENDUM To BlachStone 504 Program Provider Agreement This Addendum Is entered Into by and among Occupational Health Solutlons ("Mem r Provider"), Roc k ort Fealth 'e Group ("Rockport'),and the City of Fort Worth ("City") on this day of WHEREAS,Rockport and Member Provider entered Into a Provider Agreement, effective January 13, 2011, ("Provider Agreement"), and desire that this Addendum apply to covered services that are governed by the Texas Insurance Code,Texas Labor Code,and Texas Administrative Code, WHEREAS, Rockport has conhncted with Member Provider on behalf of the City in the process of setting up a direct contracted 504 provider panel pursuant to Texas Labor Code Section 504.053. WIBRBAS,the City has determined that a workers'compensation health care network certified under Texas Insurance Code Chapter 1305 Is not available or practical for its self-insured workers' compensation program needs and,as such,have elected to provide medical benefits to injured workers by directly contracting with health care providers. IWHERBAS, Rockport, Member Provider, and the City desh-e to execute this Addendum in order to establish a direct contract between Member Provider and the City under Texas Labor Code Subsection 504.053(b)(2). WHBRI3AS,Rockport,Metnber Provider,and the City desire for the terms and conditions of the Provider Agreement to be the some terms and conditions that apply to the direct contract between Member ' Provider and the City that make available covered services for Qualified Participants'needs to the injured workers ofthe City, NOW,THE�tEP01LL,for good and valuable consideration,the suffiolenoy and receipt of which is hereby acknowledged,the parties agree as follows: 1. All terms and conditions of theProvider Agreement are hereby adopted by both Member Provider and the City, with full consent and agreement of Rockport, to apply as a direct contractual agreement between Member Provider and the City.All refereuees to certified networks as well as the Texas Insurance Code, Chapter 1305 and Sections 408.023, 408.027, and 413.041 of the Texas Labor Code are hereby deleted as they do not apply to a Provider Panel set up under section 504.053 of the Texas Labor Code. The City's Provider Manual (under the name of BlackStone) shall instead apply to matters of notice, billing, dispute resolution, complaints, preauthorization,and related matters, 2. The parties agree that the City will bear the financial responsibility for payment to Member Provider under the terms of the Provider Agreement subject to the applicable Provider Manual and the provisions of the Texas Labor Code and applicable rules under the Texas Administrative Code. Rockport will continue to provide applicable network administrative services. 3. When used in this Addendum,runless the content otherwise clearly requires,the following words and tenns shall have the meaning set forth below. All other defined terns shall have the meaning ascribed to theta lathe Provider Agreement. CIT L Ft WORTh, r 3b i l Occupational health Solutions Provider Agreement i `Payors" will be the City as they are responsible for payment of medical benefits for compensable injuries and or illnesses sustained by its hijured workers according to the Texas Workers Compensation Act. "Blackstone"is the 504 Provider Panel established by the City of Fort Worth through tUs and other direct contracts using,Rockport as its contracting agent "Provider Manuel"means the BlackStons Provider Manual as amended fiom time to time and available upon request to the Member Provider. `Trovider Panels"are those direct contracted panels formed by political subdivisions or public pool entitles authorized by Section 504.053 of the Texas Labor Code. 4. Member Provider agrees to participate in the B1aclkStone provider panel for the benefit of the City and Qualified Participants. 5. Nothing in this Addendum or the Provider Agreement waives sovereign immunity or creates a new cause of action. 6. All other terms of the Provider Agreement shall remain in force and unchanged. Any confllcts between this Addendum and the Provider Agreement shall be superseded by tho terms provided herein. I IN WITNESS W,F.[,REOF,the parties hereto have executed this Addendum effective on the day and year first miltten above, For and on behalf af: City of Fort Worth Blackstone Slgnate: Name usan lanis Title: Assistant City Manager_ Date., 1 APPROVED AS TO PON4 AND LEGAL11Y OF FO Assistant City Attorney .� - r-t¢u� �� o°pO°0000 S u 2 g, a r `�o FOFFICIAL RECORD SECRETARY4-, ity Ser11 ' FT.WORTH,TX 7 Qccupationdl Health Solutions•Pvmddea;Agreement IIROCI�.P( r. T1rCAlI ,Roup Stgnnfimc ,f lttnme:,�� 4. ccs%�-�°-•_--� Title .Xt epresentnflvoiDesi'pnee 'fitle; OIC"u Date;��f' `� TIM;20-1734-4_5 3 l CKPORT." q4 13 &P 7 TMALTHC AIW.GROUV PROVIDER AGREEMENT ROCKPORT HEALTHCARE GROUP,INC. This Facility/Ancillary Agreement("Agreement"),is I. DEFINITIONS entered into by and between Rockport Healthcare Group, Inc., a Delaware Corporation ("RHO"), dba When used in this Agreement and unless the content Rockport United Network,Inc. (a preferred provider otherwise clearly requires, the following words and organization for Occupational Injuries and Illnesses) terms shall mean: and Rockport SelectHealth Network (an exclusive provider network) and Occupational health 1,1 "Physician"means a licensed Medical Doctor or Centers of the Southwest, PA ("Member Doctor of Osteopathic Medicine, or group o£same Provider"), and will become effective as of the date who desire to become a Member Provider with the Agreement is executed by RHO. RHO. WHEREAS, RHO 'is engaged in the business of 1.2 "Qualified Participant" means a person who developing and acting in an administrative capacity sustained a work-related injury/illness that is in providing Occupational Injury and health provider determined cbmpensible by an employer that networks that offer direction of care while providing participates in the Rockport United Network or savings to - RHO clients and/or Payors. These Rockport SeleetHealth Network through Rockport's networks will offer greater coverage of services and Client. Unless in an emergency or .after business savings;and hours, initial services provided for the world-related injury/illness require authorization by the Employer WHEREAS, RHO has networks of contracted and/or network either in writing or by telephone. physicians, physician groups, hospitals and providers of ancillary healthcare services 1.3 "Client" means an insurance company, (collectively, the "Member Providers") to provide a employer, managed care company, or third party full-range of healthcare services. These services are administrator. These Clients have entered into a available for use by "Qualified Participants" as Client Agreement with RHO for the provision of defined in 1.2 of this Agreement;and healthcare services to Qualified Participants. WHEREAS, Member Provider desires to provide 1.4 "Payor" means the entity responsible for medical care services to "Qualified Participants" payment of medical benefits for on the job injuries who are covered by Payor Agreements at the rates in and or illnesses according to State and/or Federal Exhibit B and in locations listed in Exhibit C: and Rules and Regulations. WHEREAS, RHO has entered into Agreements 1.5 "Client Agreement" means the agreement and/or services with one or more Payors who between RHO and a Client, which agreement is provide payment of claims for medical care rendered made before, on or after the effective date of this to Qualified Participants. Agreement and which expresses the agreed upon contractual rights and obligations of the parties. NOW, THEREFORE, in consideration of the Such Client Agreements will require.Payors to pay premises, the mutual promises contained herein, and Member Provider for Covered Services rendered to other good and valuable consideration, the receipt Qualified Participants pursuant to this Agreement. and sufficiency of which are hereby acknowledged, Furthermore,such Client Agreements shall authorize it is mutually agreed as follows: RHO to enter this Agreement and contractually bind Revised 03108/06 Page 1 of 13 Occupational Health Centers of the Southwest 03/08/06 Payors to the terms hereof unless there is a conflict treatment protocols that do not conflict with any with State and/or Federal rules and regulations. state and/or federal rules and regulations. 1.6 "Member Provider" means any physician; I,11 "Bill and/or Claim Form"HCFA 1500(or other physician group;hospital; surgery center; diagnostic appropriate claim form or their successors) imaging center; laboratory; clinic; chiropractor; completed in accordance with the guidelines dentist; podiatrist; psychologist; social worker; established by the National Uniform Billing physical, occupational and speech therapist; etc. Committee or HCFA 1500 billing guidelines, and/or licensed or certified to practice a healthcare state rules and regulations, profession or licensed as a facility to offer healthcare services,in the state where services are rendered and 11. MEMBER PROVIDER OBLIGATIONS who has executed a contract with RHG. 11,1 Services. Member Provider agrees to provide or I,7 "Primary Treating_Physician/Clinic"means arrange for all medically necessary medical care for a Member Provider who is a Medical Doctor(NO) Qualified Participants who present themselves to or a Doctor of Osteopathic Medicine(DO)that Member Provider. Member Provider agrees to specializes in Family Practice,General Practice, perform such services with the same standard of Occupational Medicine or Internal Medicine and care, skill and diligence for all Qualified whose practice is largely dedicated to caring for Participants. Member Provider agrees that it is their work related injuries and illnesses and is designated sole responsibility to verify that the individual by RHG as a Primary Treating Physician/Clinic presenting for care is a Qualified Participant. (PTP). PTP agrees to render medical care to Member Provider agrees to render healthcare Qualified Participants without a scheduled services to Qualified Participants at any and all appointment and operate during normal business facility or practice locations listed in Exhibit "C". hours, Monday through Friday of any given week Member Provider shall make best efforts to ensure excluding recognized holidays, that services provided are consistent with nationally recognized treatment guidelines (i,e. Official 1.8 "Specialist Ph sician" means a Member Provider Disability Guidelines (ODG), American who has met the credentialing requirements of RHG Occupational and Environmental Medicine's to be a Specialist Physician, and to whom Primary (ACOEM) and /or state rules and regulations. Treating Physicians/Clinics may refer for necessary Member Provider agrees to comply with and be and authorized care other than primary treating bound by all State/Federal Rules and Regulations. services, Specialists will need to maintain their current board certifications for their particular II.2 Treatment Guidelines, Member Provider agrees specialty to maintain their RHG classification as to follow the treatment guidelines, return-to-work such. guidelines and individual treatment protocols outlined in Exhibit A of this Agreement,provided in 1.9 "Emergency" .means. a medical condition RHG's Provider Handbook . and/or Clients' manifesting itself by acute symptoms of sufficient Utilization Review Programs. severity such that a prudent layperson who possesses average knowledge of health and medicine 11.3 Non-Discrimination, Member Provider shall not could reasonably expect the absence of immediate differentiate or discriminate in the treatment of its medical attention to result in: (i) placing the patients as to the quality of services delivered to individual in serious jeopardy (and in the case of a Qualified Participants because of race, sex, age, pregnant woman, her health or that of her unborn religion, national origin, place of residence, source child);or(ii)serious impairment to bodily functions; of payment or health status. Member Provider shall or (iii) serious dysfunction of any bodily organ or observe, protect and promote the rights of Qualified part, Participants. 1.10 "Covered Services" are those healthcare and IIA Referrals, Except in a medical emergency or health-related services provided to Qualified when authorized by RHG, Client, or its designated Participants for treatment of a compensable, work- representative, Member Provider agrees to refer related injury/illness as defined by either nationally Qualified Participants only to other Member recognized treatment guidelines and/or individual Providers,as defined in 1.6. i i � Page 2 of 13 Revised 03/08/06 Occupational Health Centers of the Southwest 03/08/06 accreditation/certification; (iii) changes in Federal. ! 11.5 Resorts. For each encounter where Member Tax Identification Number(s), (iv) other information ! Provider provides services to a Qualified Participant, provided in its application or Exhibit C for Member Provider shall report such encounter on an participation, (v) Member Provider's professional appropriate form and shall include statistical, liability insurance if such insurance falls below the descriptive medical and patient data and identifying requirements of state law and (vi) Member information, if and to the extent that reports are Provider's billing or facility address. A failure to specified by RHG, Client or its designated give any notice required by this Section shall be a representative, and requested information is not material breach of Member Providers obligations prohibited by state and/or federal rules and and responsibilities hereunder, regardless of the regulations. status,pendency or outcome of the event giving rise to the obligation to give that notice, and may be II.6 Professional Requirements. grounds for termination of this Agreement. II.6.1 Licenstue&Accreditation. Member Provider 11.8 Medical Records. Member Provider shall shall comply with all applicable federal, state and maintain complete and timely medical records for local laws, rules and regulations governing .like Qualified Participants treated by Member Provider providers and their provision of services. Evidence and its medical staff, Such records shall be prepared of such current licensing, certification and/or in accordance with accepted principles of practice, accreditation shall be submitted promptly to REG shall document all services performed for Qualified _ upon request. Member Provider represents and Participants and shall comply with all applicable warrants that it and each of its employees and state and federal laws. Member Provider shall contracted service providers has obtained, and shall maintain such records for the length of time required maintain throughout the term of this Agreement, all by applicable state or federal law. Subject to all necessary registrations, certifications, licenses, applicable privacy and confidentiality requirements, permits and approvals as are required for the lawful such medical records shall be made available to,each i provision of Member Provider services to Qualified Member Provider and other health professionals Participants. Member Provider shall immediately treating the Qualified Participant, and upon request, notify RHG of any revocation, suspension or to the Payor, RHG or its designated representative restrictions, that would affect any certifications, for review at the rates approved by State law and as licenses or accreditation. set forth in the current State Workers' Compensation Reimbursement Manual for Hospitals, if applicable. 11.6.2 Organization's Requirements. Member Member Provider shall obtain a valid consent for the Provider shall use commercially reasonable efforts release of the Qualified Participant's medical records to comply with RHG's criteria for provider to other providers, RHG, Payor, or its designated participation, including credentialing policies and representative. RHG agrees that medical records of procedures, Member Provider shall cooperate with Qualified Participants shall be treated as confidential RHG's periodic evaluation of qualifications. In so as to comply with all federal and state laws and addition, Member Provider shall use best efforts to regulations regarding the confidentiality of patient cooperate with RHG's and/or state rules and records. The Member Provider's obligations under regulations for the expeditious resolution of any this Section 11.8 shall survive the termination of this grievance or complaint. Agreement. 11.7 Notification to RHG. Member Provider 11.9 Inspection of Records and Operations.RHG, represents and warrants that information provided Payor or a designated representative,shall to the herein and in the RHG application is true and extent permissible under applicable laves,have the accurate in all respects and acknowledges that REG right to inspect and audit, at all reasonable times is relying on the accuracy of such information in during normal business hours,upon prior five(5) entering into and continuing the term of this business day written notification,any of Member agreement. In addition Member Provider shall use Provider's medical records and operations best efforts to provide written notice to RHG of any reasonably pertaining to RHG Qualified Participants, (i)suspension,reduction or loss of license to provide services provided and to Member Provider`s healthcare services; (ii) denial, suspension, performance under this Agreement. Member restriction, reduction or termination of Provider further agrees,to the.extent permissible Page 3 of 13 Revised 03/08/06 occupational Health Centers of the Southwest 03!08/06 under applicable laws, to allow RHG,Payor or a additional allied health and other qualified personnel designated representative thereof,including the as are available and appropriate for effective and designated utilization review,quality management, efficient delivery of care. Member Provider shall case management or peer review staff,to have ensure that all such personnel are properly licensed reasonable access to medical records and and/or possess the necessary credentials to render information of Qualified Participants for services the services that they perform. provided under the terms of this Agreement as necessary to enable such party to perform Utilization XI.12 Right to Use Member Provider's or Network's Review and Quality Assurance activities in Name. Member Provider agrees to allow RHG to accordance with the applicable Utilization Review list Member Provider's name, specialty, address, and Quality Assurance Program.In addition, telephone number, and hours of operation in a Member Provider agrees that in the event an Member Provider directory, Provider Search, RHG examination concerning the quality of healthcare Site-Specific Provider Panel(s), RHG website and/ services is conducted by appropriate officials,as or other materials to help promote and assist Clients required by federal,state,and/or local law,RHG with Qualified Participants needing medical care for shall,to the extent permissible under applicable injuries/illnesses sustained. RHG agrees to allow laws,submit in'a timely fashion,any required books Member Provider to list RHG's name, address, and and records and shall facilitate such examination. telephone number on Member Provider's website or RHG and Member Provider agree to assist one in other publications listing the health plans accepted another with on-site inspection of facilities and by Member Provider. In addition, Member Provider records by representatives of authorized federal, agrees to post in waiting room and make available to state and local regulatory agencies. Qualified Participant notice of Member Provider's participation with RHG with name, address and I1.10 Relationship of Parties. Member Provider and telephone number and process for Qualified RHG understands and agrees that they are each an Participants to resolve complaints. independent legal entity. Nothing in this agreement shall be construed or deemed to create a relationship II.13 Noncompliance.Member Provider understands of employer and employee, principal and agent, that failure to comply with any of the requirements partnership or joint venture or any relationship other imposed pursuant to this Agreement may result in I than that of independent parties. contracting with termination of this Agreement by RHO. I each other solely to carry out the provisions of this Agreement for the purposes recited in this 11.14 Agtitrust Guidelines. Member Provider agrees Agreement. With regard to the .provision of to comply with all antitrust guidelines and healthcare services, Member Provider acts as an procedures promulgated by Federal and State independent entity and the Member Provider-patient entities. relationship shall in no way be affected. III. RHG's OBLIGATIONS H.11 Standards of Care. Member Provider agrees that all duties performed hereunder shall be 1U.1 Marketing to Clients/Pavors. RHG shall enter consistent with the proper practice of their into agreements with Clients and/or Payors as healthcare profession, and that such duties shall be defined in I.3 and I.4 for their access to RHG quality performed in accordance with the customary rules of Member Providers through specific referral ethics and conduct of the appropriate and applicable processes. RHG will market Member Providers for professional organizations and/or associations,as the referral; including but not limited to the following: case may be, and such other bodies, formal or (i) Provider Search Provider Locator System (ii) informal, state, government or otherwise, or by Provider Directories (iii) Site-Specific Provider which they are subject to licensing/certification and Panels (iv) Customized Local Networks and (v) control. Additionally, Member Provider shall Client Service Provider Referral Service. perform all medical and healthcare services in conformance with the standards for similar services as established by the local/regional professional 111.2 Credentialina. RHG will perform and/or healthcare community and applicable delegate to qualified organizations credentialing of accrediting/licensing agencies. Member Provider each Member Provider. Credentialing may include f agrees that,to the extent feasible,it shall utilize such verification of all information and documents I Page A of 13 Revised 03/08/06 Occupational Health Comers of the Southwest 03(08/06 t i provided in the application for participation and Member Provider agrees and acknowledges that investigation, including but not limited to RHG is acting solely in an administrative capacity in verification with all state and national licensing and providing a network of quality health services. RHG certifying bodies that apply to the services rendered is not the claims paying agent and will not be liable by the Member Provider,such as JCAHO, AAAHC, ' for the payment of any amount owed by a Payor to NCQA, CLIA., URAC, etc. Inquiries may also be Member Provider in the event that Member Provider made to current and previous professional liability is unable to collect such amount of money up to and carriers, Medicare and Medicaid. RHG's including the insolvency of the Payor. Under no credentialing policies and procedures follow the circumstance will a Member Provider attempt to American Accreditation Healthcare Commission collect payment from a Qualified Participant for (URAC) standards for Workers' Compensation medical services rendered for a compensible, work- provider networks. related injury/illness. III.3 Operational Functions. RHG shall utilize If Member Provider voluntarily terminates its systems to respond to Member Providers requests contract with RHG, upon Member Provider's for information and will provide clarification of request, Payor must continue to reimburse Member policies concerning the operation of RHG's Provider for a period not to exceed 90 days at the programs. Member Provider agrees to work in Member Provider's contracted rate with RHG, for cooperation with RHG to market the services of the care of an Qualified Participant with a life- Member Provider to.CIients and/or Payors. threatening condition or an acute condition for which discontinuing care would harm the Qualified RHG shall act as a liaison with the Member Participant. Providers and Clients and/or Payors to devote necessary time and effort to perform REG's IV.2 Reimbursement Rates. Member Provider is to responsibilities hereunder. be paid by the Payor in accordance with State Law and/or rules and regulations at the rates established MA Retaliatory Action. RHG agrees not to engage in Exhibit B. Member Provider hereby agrees that in any retaliatory action including termination of rates in Exhibit B,which may be amended from time contract or refusal to renew a contract against to time upon mutual written agreement,represent the Member Provider, because Member Provider, on total amount to be received and agrees to look solely behalf of an Qualified Participant,reasonably filed a to the Payor for payment for such"Covered Services. complaint against, or appealed a decision of RHG or Payment will be made for Covered Services actually Payor, or requested reconsideration or independent rendered. All claims will be paid, when appropriate, review of an adverse determination. only after submission of a complete and accurate claim. A complete and accurate claim shall be 111,5 Antitrust Guidelines. RHG agrees to comply defined as a clean claim by the Texas Department of with all antitrust guidelines. 'and procedure Insurance. REG does not guarantee, represent; promulgated byFederal and State entities. warrant or covenant regarding the selection or use of Member Provider's services by any Qualified III.6 Audit Poli c and Procedure Co liance. All Participant or Payor, or'the number of patients, if bill audit requests by Payor shall be done in any, which may result from participation in RHG's accordance with the State Law and/or Federal Rules provider network. The obligation of a Payor to and Regulations. reimburse Member Provider in accordance with Exhibit B for the provision of Covered Services to a Qualified Participant shall be conditioned upon a IV. REIMBURSEMENT, CLAIMS good faith determination by the Payor or its SUBMISSION AND PAYMENT designated representative that (i) such services are medically necessary, whether such determinations IV.1 Reimbursement. RHG shall arrange and are made before,on or after the provision of services provide the Member Provider, locations and/or any to such Qualified Participant. additional Tax Identification Numbers as listed in. Exhibit C for Payors to pay Member Provider the All services billed under the Tax Identification reimbursement rates for Covered Services rendered Number(s) indicated in this Agreement, any to Qualified Participants pursuant to Exhibit B. Amendments, Exhibit A, Exhibit B, Exhibit C, Page 5 of 13 Revised 03/08/06 Occupational health Centers of the Southwest 03/08/06 t Applications or any updates regarding locations incorrect amount, or(iii) an overpayment, the Payor and/or a Member Provider as defined in section 1.6 or its designated representative may, at its sole will be subject to the reimbursement rates option and discretion, request the return of such established in the Exhibit B of this Agreement. amount from Member Provider The Member Provider will not unreasonably withhold A11--billing and reimbursement will be made in reimbursement. If overpayment has been made accordance with Labor Code 408.027 and all other Member Provider shall reimburse such overpayment applicable state rules and regulations. within forty-five (45) days and/or follow State and Local Rules and Regulations. The Member Provider IV.3 Bill and/or Claim Roans. Claim forms are may not contest payment of Claims after one required for all services. All claims must be hundred eighty(180)days from the date of payment. submitted complete and accurate on HCFA 1500(or All claims for overpayment or underpayment shall other appropriate claim form or their successors)and be resolved in accordance with State Law and /or must include Member Provider's usual and Federal Rules and Regulations. customary billed charges (not discounted rates) and appropriate codes, consistent with policies V. INSURANCE AND INDEMNIFICATION established or approved by applicable state and/or federal regulations. All claims must be submitted V.1 Insurance Requirement. Member Provider shall within thirty (30) days, or within such time period provide and maintain such policies of professional from the date of service, or as specified by the state liability insurance or a self-funded program. The rules and regulations. amounts and extent of such insurance coverage or self-funded program shall be in the amounts IVA Limited Recourse Against Qualified determined by community standards for relevant ParticiRants. Except as otherwise provided in this hospital/facilities. If such coverage is under a Agreement (Section I.10), Member Provider agrees "claims-made" policy, Member Provider agrees to to seek payment from each Payor for Covered provide and maintain such insurance coverage or a Services provided to its Qualified Participants, and "tail" policy in the same amounts following the agrges_that it.will not seek additional payments or termination of this Agreement. Member Provider reimbursement for compensible injuries from shall promptly demonstrate evidence of insurability Qualified Participants. In addition, Member or self-funded program and that the required i Provider agrees that neither RHG,the Payor nor the insurance is paid and in force upon request of RHG Qualified Participant shall be billed or ultimately and/or meet the credentialing guidelines of RHG. i held responsible for payment of services deemed not to be covered by the Payor or its designee. When V.2 Indemnification of RHG. RHG will be Qualified Participant is covered by a state or responsible for its own acts or omissions and any federally regulated Occupational Injury and Illness and all claims,liabilities, injuries,suits and demands program, Member Provider agrees to comply with and expenses of all kinds which may result or arise state and federal regulations regarding holding out of any alleged malfeasance or neglect caused or Qualified Participants harmless for amounts not paid alleged to have be caused by its employees or by Payor for any reason, including Payors representatives, in the performance or omission of insolvency. This provision does not preclude billing any act or responsibility under this Agreement. In a Non-Qualified Participant for a non-compensible the event that a claim is made against RHG,it is the injury. intent of RHG to cooperate in the defense of said claim. However, RHG shall have the right to take IV.5 Payment of Claim Forms. RHG shall any and all actions they believe necessary to protect administratively arrange for the Payor or its their interest. designated representative to pay undisputed claims which are accurate, complete and comply with the V.3 Indemnification of Member Provider. Member Agreement within the time period mandated by state Provider will be responsible for its own acts or or federal law. omissions and any and all claims,liabilities,injuries, suits and demands and expenses of all kinds which IV.6 Erroneous Payment. In the event that a Payor may result or arise out of any alleged malfeasance or and/or its designated representative pays the neglect caused or alleged to have be caused by its Member Provider (i) more than once, or (ii) an employees or representatives, in the performance or Page 6 of 13 Revised 03!08/06 Occupational Health Centers of the Southwest 03/08!06 ,I omission of any act or responsibility under this following written notice by RHG of a material Agreement. In the event that a claim is made against default or breach by Member Provider hereunder Member Provider, it is the intent of Member and the failure of Member Provider to cure such Provider to cooperate in the defense of said claim. default or breach during such thirty (30) day period However, Member Provider shall have the right to (vii) Member Provider fails to meet RHG's or the take any and all actions they believe necessary to State's credentialing requirements. RHG, however, protect their interest, may not terminate this Agreement in direct response to Physician filing a reasonable complaint, on behalf VI. TERM AND TERMINATION of a Qualified Participant against, or appealed a decision of, the network, or requested VL1 Term. The term of this Agreement shall be for reconsideration or independent review of an adverse one (1) year from the date hereof and shall- be decision. automatically renewed on an annual basis for successive twelve(12) month periods,unless sooner In the event RHG deems it necessary to terminate terminated in accordance with Section VU Member Provider's agreement based on the above requirements RHG will notify Member Provider at VI.2 Termination, This Agreement may be least ninety (90) days before the effective date of terminated sooner on the first to occur of the termination. following: Upon written notification from RHG, Member VL2,1 Termination by Member Provider. Member Provider may request a review by RHG's advisory Provider may terminate this Agreement in the event review panel, not later than thirty (30) days after of a material default or breach of RHO's obligations notification. RHG must then complete the review hereunder,upon thirty (30) days prior written notice before the effective date of termination. and the failure of RHG to cure such breach or default within such thirty (30) day period, In VI.2.3 Termination for Insolvency. This Agreement addition, in the event of an "emergency situation", shall terminate immediately in the event that either j Member Provider may terminate the Agreement RHG or Member Provider voluntarily or upon thirty (30) days prior written notice and the involuntarily, liquidates, dissolves or becomes acknowledgment by RHG that such an emergency subject to any proceeding for the rehabilitation or condition does exist. "Emergency Situation" shall conservation of their financial affairs with written mean an unforeseeable event, not resulting from notification. Member Provider's act or omission,which materially affects Member Provider's ability to continue the VIZA .Termination by Either Party. Either party practice of medicine or to perform his obligations may terminate this Agreement without cause upon hereunder. one hundred and twenty (120) days prior written notice. VI12 -Termination by RHG. A Member Provider shall automatically be terminated on the date when: VI.2.5 Unforeseen Events. In the event that either (i) Member Provider's license in the State where party's ability to perform their obligations under this services are rendered is suspended or revoked, (ii) Agreement is substantially interrupted by war, fire, Member Provider is excluded from participation in insurrection, riots, the elements, earthquake, acts of the Medicaid or Medicare programs, (iii) Member God, or other similar circumstances beyond the Provider losses their JCAHO, NCQA, AAAHC, reasonable control of such party, the party shall be URAC, CLIA or other applicable license, relieved of those obligations for the duration of the certification and/or accreditation, (iv) Member - interruption upon notice to the other party. In the Provider loses or experience a material reduction in event that the interruption is reasonably determined liability insurance and such insurance falls below the likely to persist for at least ninety (90) days, either requirements of State Law (v) Member Provider party may terminate this Agreement upon thirty(30) engages in any act, omission, demeanor or conduct days prior written notice. that is reasonably likely to be detrimental to patient safety or to the delivery of quality patient care, or to VI.3 Effects of Termination. Upon termination of lead to the provision of healthcare services below this Agreement, neither party shall have any further applicable standards, or (vi) thirty (30) days obligation hereunder except for (i) obligations Page 7 of 13 Revised 03/08/0b Occupational Health Centers of the Southwest 03!08/06 accruing prior to the date of termination, including or Member Provider respectively (collectively, the without limitation, any obligation by Member "Confidential Information"). RHG and Member Provider to continue to provide healthcare services Provider acknowledges that the Confidential to Qualified Participants, and (ii) obligations, Information and all other information regarding promises or covenants contained herein which are RHO or Member Provider that is competitively expressly made to extend beyond the term of this sensitive is the property of RHO or Member Agreement. Provider and RHO or Member Provider may be damaged if such information was revealed to a third VIA Qualified Participant and Payor Notification.If party. Accordingly, RHG and Member Provider applicable, upon the termination of this Agreement, agrees to keep strictly confidential and to hold in by either party, Member Provider shall cooperate trust all Confidential Information. Upon termination with RHO to notify Qualified Participants and of this Agreement by either party for any reason •Payors of such termination. whatsoever, RHO and Member Provider shall promptly return to the other all material constituting VII. CONTINUATION OF BENEFITS Confidential Information or containing Confidential Information, and neither party will not thereafter VZ 1 Continuation of Benefits.Upon termination of use, appropriate, or reproduce such information or this Agreement, Member Provider shall continue to disclose such information to any third party. RHO provide services in accordance with this Agreement and Member Provider specifically agrees that under to any Qualified Participant currently undergoing no circumstances will either party discuss the terms treatment by Member Provider, until a medically and conditions of this Agreement, and in particular appropriate transfer of care has been accomplished the pricing information herein. provided, however, that Member Provider shall exercise best efforts to accomplish such transfer IX. MISCELLANEOUS within at least thirty(30)days of written notification of desire to terminate. Member Provider will be IX.l is utes. All disputes and difference between reimbursed for any such services in accordance with the Member Provider and RHO upon which an the rates as set forth in Exhibit B and the terms of amicable understanding cannot be reached are to be this Agreement. decided by the following method: VII.2 Survival. The provisions of this Article VII IX.1.1 Mediation through RHG. The Member shall survive the termination of this Agreement Provider shall notify RHG in writing of the dispute i regardless of the cause - giving rise to such ' or disagreement and shall provide all necessary termination, as will sections H.9, V.2, V.3, VI.3, information to RHO. RHG shall use best efforts to VIII, and IX. The provisions of this Article VII mediate the dispute within the rules and regulations supersede any oral or written agreement to the put forth by the State as reference in RHO's contrary now existing or hereafter entered into Provider Handbook. between Member Provider and any Qualified Participant or any person acting on a Qualified IX.1.2 Arbitration. If the, dispute cannot be solved Participant's behalf. by the mediation process described above, either the Member Provider, RHG or Payor may elect to VIII. CONFIDENTIALITY ' submit the dispute to binding arbitration under the rules of the American Arbitration Association or any All business, medical and other records relating to other method of arbitration mutually agreed upon by the" oo6ration of RHO or Member Provider, the parties. Arbitration will be conducted in including but not limited to, books of account, Houston, Texas. Each party will be responsible for general administrative records, policies and their own legal fees. The cost of the arbitration procedures, pricing information, terms of this services will be the sole responsibility of the party Agreement and all information generated and/or requesting the arbitration. contained in management information .systems owned by or pertaining to RHO or Member IX.2 Non-Exclusivi . Nothing in this Agreement Provider, and all systems, manuals, computer shall be construed to restrict Member Provider or software and other materials, but excluding patient RHO from entering into other contracts or charts,shall be and remain the sole property of RHO agreements to provide healthcare services to Payors Page 8 of 13 Revised 03/08/06 Occupational Health Centers of the Southwest 03/08/06 or other healthcare delivery plans, patients, and without the prior written consent of RHO. A change employer groups. in ownership will not negate the prior contractual agreement without written notification to RHG. IX.3 Entire Agreement, This Agreement contains RHO retains the right to assign this Agreement, in the entire understanding of_ the parties and whole or in part,to any entity with which RHG or its supersedes any prior understandings and agreements, parent company or any of its subsidiaries is written or oral, respecting the subjects discussed affiliated,or with which it merges or consolidates. herein: IX.10 Third Party Beneficiaries. Except for Payors IXA No Waiver. The waiver by either party of a and the agents thereof, there are no third party breach or violation of any provision of this beneficiaries of this Agreement. Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof. I.X.11 Captions. The captions and headings contained in this Agreement are for reference IX.5 Regulatory Cgmpliance. Member Provider purposes only and shall not affect in anyway the and RHO agree that each shall comply with all meaning or interpretation of this Agreement. applicable requirements of municipal, county, state and federal authorities, all municipal and county IX.12 Execution of C,'ounte arts. This Agreement ordinances and regulations, and all applicable state may be executed in any number of counterparts, and federal statutes and regulations,now or hereafter including facsimiles, each of which shall be deemed in force and effect, governing RHG, Member to be an original as against any part whose signature Provider, the provision of services by Member appears thereon, and all of which shall together Provider, and/or Payors, including but not'limited to constitute one and the sarne instrument. applicable requirements raider any state or federal fair employment practices, equal employment IX.13 Partial Invalidity. If any part, clause or opportunity, or similar Iaws declaring discrimination provision of this Agreement is held to be void by a in employment based upon race, color, creed, court of competent jurisdiction, the remaining religion, sex, or national origin as illegal; and,Titles provisions of this Agreement shall not be affected VI and VII of the Civil Rights Act of 1964, Section and shall be given construction, if possible, as to 202. of Executive Order 11246 as amended by permit it to comply with the minimum requirements Executive Order 11375, Sections 503 and 504 or the of any applicable law, and the intent of parties Rehabilitation Act of 1973 and Title IV of the hereto. i Vietnam Era Veterans Readjustment Assistance Act of 1974, and Sections 1 and 3 of Executive Order 11625, or any applicable rule or regulation . promulgated pursuant to any such laws or orders. IX.6 Governing Law, This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. IX.7 Amendments. This Agreement may be, amended as agreed to by both parties in writing upon thirty (30) days written notice of such proposed amendment. IX.8 Severability. The invalidity or un- enforceability of any term or condition hereof shall in no way affect the validity or enforceability of any other term or provision. IX.9 Assignment. Member Provider may not assign or.otherwise transfer any right or delegate any duty of performance hereunder, in whole or in part Page 9 of 13 Revised 03/08/06 Occupational Health Centers of the Southwest st 03/08(06 IX.14 Official Notices, Any notice or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered or mailed, return receipt requested, or overnight express mail addressed as follows: Member Provider or Representative/Designee: (Please Print) Name: bL'Cupac.hane.(�e�.t�-H L°.Q,�ers sF`fhQ, Organization: rl Address: NAO5 e Jabb LJ. City/State/Zi/p:,era jt� A� nd.S _Z.�b(`�L Telephone: (&L) C — d50 Fax: Organization: Rockport Healthcare Group,Inc. Attn: Director of Network Development 50 Briar Hollow Lane,Suite 515W Houston,TX 77027 Telephone:(713)621-9424 Fax:(713)621-9511 IN WITNESS WHEREOF, the undersigned will be or to such other address, and to the attention of such deemed to have executed this Agreement as of the other person(s) or officer(s) as either party may date this Agreement is signed by RHG. designate by written notice. For and on behalf of: For and on behalf of: Rockport Healthcare Group,Inc. Member Provider or Representative/Designee 50 Briar Hollow Lane,Suite 515W Houston,TX 7702,Z Signature:�_vfit9 Name: Mark If.Ne�i�d(nt, (Print) t� Sr.Vice Pre Busi loss De lopment TIN: !(��`a Q 0 12)lb Date- d Date: Page 10 of 13 Revised 03/0810G Occupational Health Centers of the Southwest 03(08/06 } EXHIBIT A STANDARDS AND GUIDELINES UTILIZATION REVIEW AND QUALITY IMPROVEMENT PROGRAMS RHO and its Clients require Member Providers to follow nationally recognized treatment guidelines (i.e. Official Disability Guidelines(ODG) and/or American Occupational and Environmental Medicine's (ACOEM) guidelines) in the treatment of work-related injuries/illnesses for Qualified Participants. RHG's Clients provide utilization review and quality improvement programs for Qualified Participants. RHG shall review each Clients Utilization Review and QualityImprovement Program in accordance with RHG's Credentialing Standards and Guidelines as described in this Exhibit. Physician and/or Member Provider agrees to comply and be bound by such programs and any state or federal rules and regulations. Such Standards and Guidelines for Utilization Review Programs may be amended from time to time upon written notice to Physician and/or Member Provider. The primary goals of the Utilization Review Programs shall be to: 1) Ensure and certify for the payment of benefits that healthcare services meet the definition of medical necessity as-defined by the network,Payor or the Payors designee; 2) Ensure that healthcare services are provided at the appropriate level of care;and 3) Ensure that healthcare services follow nationally recognized treatment guidelines that are evidenced-based and outcome- focused. Treatments and Services that may Require Preauthorization: 1) In-patient hospital admissions including the principal scheduled procedures(s)and the length of stay; 2) Outpatient surgical or ambulatory surgical services; 3) Spinal surgery,as provided by Texas Labor Code§408.026; 4) All psychological testing and psychotherapy, repeat interviews, and biofeedback; except when any service is part of a preauthorized or exempt rehabilitation program; 5) All external and implantable bone growth stimulators; 6) All chemonucleolysis; 7) All myelograms,discograms,or surface electromyograms; 8) Unless otherwise specified,repeat individual diagnostic study,with a fee established in the current Medical Fee Guideline of greater than$350 or documentation of procedure(DOP); 9) Work hardening and work conditioning services provided in a facility that has not been approved for exemption by the Division; 10) Rehabilitation programs to include (a) outpatient. medical rehabilitation and (b) chronic pain management / interdisciplinary pain rehabilitation; 11) All durable medical equipment(DME) in excess of$500 per item(either purchase or expected cumulative rental)and all transcutaneous electrical nerve stimulator(TENS)units; 12) Nursing home,convalescent,residential,and all home health care services and treatments; 13) Chemical dependency or weight loss programs; 14) Any investigational or experimental service or device for which there is early, developing scientific or clinical evidence demonstrating the potential efficacy of the treatment, service, or device but that is not yet broadly accepted as the prevailing-standard of care;and 15) Physical and occupational therapy services; (a) physical and occupational therapy services are those listed in the sical Medicine and Rehabilitation, Healthcare Common Procedure Coding System(RCPCS)Level I code range for Phy but limited to: (i) modalities, both supervised and constant attendance; (ii) therapeutic procedures, excluding work hardening and work conditioning; and(iii)other procedures,limited to the unlisted physical medicine and rehabilitation procedure code. NOTE: Preauthorization is not required for the first two visits of physical or occupational therapy following the evaluation when such treatment is rendered within the first two weeks immediately following:(i)the date of injury,or(ii) a surgical intervention previously approved by the payor. Page 1 I of 13 Revised 03/08/06 Occupational Health Centers of the Southwest 03/08/06 EXHIBIT B Reimbursement Schedule I.Rockport SelectHealth Network—Workers' Compensation Medical Care—TX Certified Network plans Provider fees for the programs listed above shall be reimbursed at the following: All fees will be reimbursed at 140% (one hundred and forty percent) of Medicare, rules and regulations or usual and customary allowables. These rates apply exclusively to Texas certified network clients for Workers' Compensation claims in Texas. Coverage: Coverage for all procedures on the fee schedule is subject to the terms and conditions of this Agreement and state rules and regulations. i I/We accept the fees as outlined in this Exhibit B. For and on behalf of: For and on behalf of: /(Naive,address,etc.) c� ROCKPORT HEALTHCARE GROUP,INC. r fru �+n,�,�,.,_�ea I`E h�C_� �Pr� c h P fi �(�.01; 50 Briar Hollow Lane,Suite 515W �Sa spfe 'rt t�,.. d�ervv, t1Sr--- ---� Houston,Texas 7 027 �Set1i GSignature Mark C.Ne? Printed Name Di Sr. Vice President,Blisiness evel pment Title ` C ,S►/� o,n� Date d TIN ls-ao 4RAb Date &r-LA(q, s do Page 12 of 13 Revised 03/08/06 Occupational Health Centers of the Southwest 03/08/06 EXHIBIT C Signature Page Physicians and/or locations where services are to be rendered by Member Provider The Member Provider agrees that the following facility locations and/or physician practice,locations listed on attached Exhibit C Spreadsheet and/or an equivalent spreadsheet provided by Member Provider,shall be inclusive of the signed agreement and the signed rates in Exhibit B. By signing below Member Provider or its Representative/Designee allows Rockport Healthcare Group,Inc. (RHG)and its representatives to use any and all of the attached information as agreed to in this signed agreement. i For and on behalf of: For and on behalf of: Rockport Healthcare Group,Inc. Member Provider or Representative/Designee 50 Briar Hollow bane,Suite 515W 6 Houston,TX 77027 Signature: V / Name: Lt}.l©lyt FcXiar Mark 4!.Neer (print) Sr.'Vice Pres' ent,Bu 'Hess]Development (�}} Date: Date: 1�a rck 9 (r- Page rPage 13 of 13 Revised 03108!06 Occupational Health Centers of the Southwest 03/08 03!08/0606