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HomeMy WebLinkAboutContract 47186-P9 CiTY SECRETARY1�1 CONTRACT I J/ ADD E"UM To BlackStone 504 Program Provider Agreement This Addendum is entered into by and among Frederick Todd Ii. MD ("Member Provi r"), ockport ilea rbc Grou ("Ro port"), and the City of Fort Worth ("City") on this ay of WHEREAS, Rockport and Member Provider entered into a Provider Agreement,effective November 23, 2011, ("Provider Agreement"), and desire that this Addendum apply to covered services chat arc governed by(lie Texas Insurance Code,Texas Labor Code,and Texas Administrative Code. WHEREAS, Rockport has contracted 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. WHEREAS, the City has determined that a workers' compensation health care network certified under 'rcxns 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. WHEREAS, Rockport, Member Provider, and the City desire to execute thls Addendum in order to establish a direct contract between Member Provider and die City under Texas Labor Code Subsection 504.053(b)(2). WHEREAS,Rockport,Member Provider,and the City desire for the terns and conditions of the Provider Agreement to be, the same ternis and conditions that apply to the direct contract between Member Provider and the City that make available covered services for Qualified PnrlieipanW needs to(lie injured workers of the City. NOW,THEREFORE, for good and valuable consideration,the sufficiency and receipt of which is hereby acknowledged,the parties agree as follows; I. All terms and conditions of the ProviderAgreement are hereby adopted by both Member Provider and the City, with full consent and agreement of Rockport, to apply as n direct contractual agreement between Member Provldcr and the City.All references 10 certified nehvorks as well as the Texas insurance Code, Chapter 1305 and Sections 408.023, 405.027, 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 r3lackS(one) 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 Texns Labor Code and applicable rules under the Texas Administrative Code, Rockport will coni-inue to provide applicable network administrative services. 3. When used in this Addendum,unless the content Otherwise clearly requires, the following words and ternis shall have the meaning set fortis below. All other defined terms shall have the meaning j ascribed to(Item in the Provider Agreement. I I I 4FFI Ui�[l.� t �>i 3[r� Frederick Todd If,MD Provider Agreement "Payors" will be the City as they are responsible for payment of medical benefits for compensable injuries and or illnesses sustained by its injured workers according to the Texas Workers Compensation Act. "BlackStone" is the 504 Provider Panel established by the City of Fort Worth through (his and other direct contracts using Rockport as its contracting agent "Provider Manual"means the BlackStone Provider Manual as amended from time to time and available upon request to(lie Member Provider. "Provider Pm►els"are those direct contracted panels formed by political subdivisions or public pool entities authorized by Section 504.053 of the Texas Labor Code. 4. Member Provider agrees to participate In the BlackStone provider panel for[lie 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, G. All other terms of(he Provider Agreement shall remain in force and unclianged. Any conflicts between this Addendum and the Provider Agreement shall be superseded by the terms provided heroi), IN WITNF,SS WEIl;i EOF,the parties hereto have executed this Addendum effective ou the day and year first written above, For and on behalf of: City of Fort Worth BlnckSlone Signntur Name; SUsa anis Title: Assista t Cit M na er 4 Date: APPR.UHID A5 O 1090 AND LEGALITY. Ass Stant Cita Attorney �•w � '�.,` o o o� 0.4 Ms UFFMAL RECORD 2 Al % a8� J j CITY SECRETARY 00,0 Off b l _ - Y j t, yszir, Qlcy secret�xy :.. Frederick Todd 1I,NO Provider Agreement ROCKPORT HUALTHCARE,GROUP Signninro, Title: C ' ✓ Y �iec"� "u Date: MEMBER PROWDER or Representative/Designee I Signature: Name:Frederick Todd il.MD Title; Date:'`" 1b'" ZOIC TIN:7S-245378 i Ii f 3 r ROCKPORT TM PHYSICIAN AGREEMENT ROCKPORT UNITED NETWORK ROCKPORT SELECTIIEALTH NETWORK This Physician Agreement("Agreement"),is entered I. DEFINITIONS into by and between Rockport Community Network, Inc., a Nevada Corporation, dba Rockport When used in this Agreement and unless the content Healthcare Group ("RHG"), dba Rockport United otherwise clearly requires, the following words and Network (a preferred provider. organization for terms shall mean: Occupational Injuries and Illnesses), dba Rockport SelectHealth Network (an exclusive provider I.1 "Physician" means a licensed Medical Doctor or network) and Arlington Neurosurgical & Spline Doctor of Osteopathic Medicine, or group of same Associates ("Member Provider"), and will become who desire to become a Member Provider with effective as of the date the provider is fully RHG, credentialed by RHG. Pursuant to §10.42 of Texas Insurance Code 1305 WHEREAS, RHG is engaged in the business of regarding Network Contracts with Providers seeking developing and acting in an administrative capacity to participate in Texas Certified Workers' in providing Occupational Injury and health provider Compensation Networks, networks that offer direction of care while providing savings to RHG clients and/or Payors. These 1,2 "Oualified Participant" means an "employee"'as networks will offer greater coverage of services and defined and used in the Texas Labor Code, the savings; and Network Act Section 1305 and the implementing rules who sustained a work-related injury/illness that WHEREAS, RHG has networks of contracted is determined compensible by an employer and that physicians, physician groups, hospitals and participates in the Rockport United Network or providers of ancillary healthcare services Rockport SelectHealth Network through Rockport's (collectively, the "Member Providers") to provide a Client. Unless in an emergency or after business full-range of healthcare services. These services are hours, initial services provided for the work-related available for use by "Qualified Participants" as injury/illness require authorization by the Employer defined in I.2 of this Agreement;and and/or network either in writing or by telephone. WHEREAS, Member Provider desires to provide I.3 "Client" means an insurance company, certified medical care services to "Qualified Participants" self-insured or governmental entity as those terms who are covered by Payor Agreements at the rates in are defined and used in the Texas Labor Code, the Exhibit B and in locations listed in Exhibit C: and Network Act Section 1305 and the implementing rules. These Clients have entered into a Client WHEREAS, REG has entered into Agreements Agreement with RHG for the provision of healthcare and/or services with one or more Payors who services to Qualified Participants. provide payment of claims for medical care rendered to Qualified Participants. 1.4 "Payor" means an insurance carrier or network certified by an insurance carrier for its own benefit, NOW, THEREFORE, in consideration of the certified self-insured or governmental entity as those premises,the mutual promises contained herein, and terms are defined and used in the Texas Labor Code, other good and valuable consideration, the receipt the Network Act Section 1305 and the implementing and sufficiency of which are hereby acknowledged, rules who is responsible for payment of medical it is mutually agreed as follows: benefits for on the job injuries and or illnesses i according to State and/or Federal Rules and Regulations. Page 1 of 14 Rockport Healthcare Group Arlington Neurosurgical Assocs-Todd MD 072111 I 1.5 "Client Agreement" means the agreement specialty to maintain their RHG classification as between RHG and a Client, which agreement is such and be willing and able to treat Qualified made before, on or after the effective date of this Participants as needed or required.. Agreement and which expresses the agreed upon contractual rights and obligations of the parties. I.9 "Emergency Medical or Mental Condition" is Such Client Agreements will require Payors to pay defined as the sudden onset of a medical condition Member Provider for Covered Services rendered to manifested by acute symptoms of sufficient severity, Qualified Participants pursuant to this Agreement. including severe pain,that the absence of immediate Furthermore, such Client Agreements shall authorize medical attention could reasonably be expected to RHG to enter this Agreement and contractually bind result in: Payors to the terms hereof unless there is a conflict (a)placing the patient's health or bodily functions in with State and/or Federal rales and regulations. serious jeopardy; or (b) serious dysfunction of any body organ or part as 1.6 "Member Provider" means any physician; defined in TIC 1305.004(13); and physician group; hospital; surgery center; diagnostic (c) in the case of a mental health condition, one that imaging center; laboratory; clinic; chiropractor; could reasonably present danger to the person dentist; podiatrist; psychologist; social worker; experiencing the mental health condition or another physical, occupational and speech therapist; etc. person as defined in TIC 1305,004(15). licensed or certified to practice a healthcare profession or licensed as a facility to offer healthcare 1.10 "Covered Services" are those healthcare and services, in the state where services are rendered and health-related services provided to Qualified who has executed a contract with RHG. Participants for treatment of a compensible, work- related injury/illness as defined by either nationally 1.7 "Primary Treating Physician/Clinic" According recognized treatment guidelines and/or individual t to Texas law for certified workers' compensation treatment protocols that do not conflict with any networks, the Network decides who will be a state and/or federal rules and.regulations. Treating Doctor. Therefore, a Member Provider who is a Medical Doctor (MD) or a Doctor of I.11 "Bill and/or Claim Form" CMS 1500 (or other Osteopathic Medicine (DO) that specializes in appropriate claim form or their successors) Family Practice, General Practice, Occupational completed in accordance with the guidelines Medicine or Internal Medicine as well as a physician established by the National Uniform Billing that provides initial and/or follow-up care in Occ- Committee or CMS 1500 billing guidelines, and/or Med or Urgent Care Clinics whose practice is state rules and regulations. largely dedicated to caring for work related injuries and 'illnesses is designated by RHG as a Primary II. MEMBER PROVIDER OBLIGATIONS Treating Physician/Clinic (PTP). PTP agrees to render medical care to Qualified Participants without 1I.1 Services. Member Provider agrees to provide or a scheduled appointment and must be available and arrange for all medically necessary medical care for accesible to employees twenty-four (24) hours-per- Qualified Participants who present themselves to day, seven (7) days-per-week as per 28 TAC Member Provider. Member Provider agrees to 10.80(b)(1). Should a Qualified Participant need perform such services with the same standard of medical attention outside of Member Provider's care, skill and diligence for all Qualified normal business hours, Member Provider will be Participants. Member Provider agrees that it is their available and/or make arrangements to have another sole responsibility to verify that the individual Member Provider render care to Qualified presenting for care is a Qualified Participant. Participant twenty-four(24)hours-per-day, seven(7) Member Provider agrees to render healthcare days-per-week, services to Qualified Participants at any and all facility or practice locations listed in Exhibit "C". I.8 "Specialist Physician" means a Member Provider Member Provider shall make best efforts to ensure who has met the credentialing requirements of RHG that services provided are consistent with nationally to be a Specialist Physician, and to whom Primary recognized treatment guidelines (i.e. Official Treating Physicians/Clinics may refer for necessary Disability Guidelines (ODG), American and authorized care other than primary treating Occupational and Environmental Medicine's services. Specialists will need to maintain their (ACOEM) and /or state rules and regulations. current board certifications for their particular Page 2 of 14 Rockpoit Healthcare Group Arlington Neurosurgical Assocs-Todd MD 072111 f Member Provider agrees to comply with and be bound by all State/Federal Rules and Regulations. 11.6 Reports. For each encounter where Member II.2 Treatment Guidelines. Member Provider agrees Provider provides services to a Qualified Participant, to follow the treatment guidelines, retum-to-work Member Provider shall report such encounter on an guidelines and individual treatment protocols appropriate form and shall include statistical, outlined in Exhibit A of this Agreement,provided in descriptive medical and patient data and identifying RHG's Provider Handbook and/or Clients' information, if and to the extent that reports are Utilization Review Programs.RHG agrees to furnish specified by RHG, Client or its designated Member Provider or cause Payor to furnish to representative, and requested information is not Member Provider, and Member Provider agrees to prohibited by state ' and/or federal rules and abide by, the list of any treatments and services that regulations. require preauthorization and by any procedures to obtain preauthorization. Unless in an emergency or 11.7 Professional Requirements. after business hours, initial services provided for the work-related injury/illness require authorization by 11.7.1 Licensure&Accreditation. Member Provider the Employer and/or Network either in writing or by shall comply with all applicable federal, state and telephone. The Client and/or Payor may not deny local laws, rules and regulations governing like treatment solely on the basis that a treatment for a providers and their provision of services. Evidence compensible injury in question is not specifically of such current licensing, certification and/or addressed by the treatment guidelines used by the accreditation shall be submitted promptly to RHG Client and/or Payor. However, Member Provider upon request. Member Provider represents and must demonstrate medical necessity to support warrants that it and each of its employees and services rendered to Qualified Participants that are contracted service providers has obtained, and shall outside of treatment guidelines. maintain throughout the term of this Agreement, all necessary registrations, certifications, licenses, II.3 Non-Discrimination.Member Provider shall not permits and approvals as are required for the lawful differentiate or discriminate in the treatment of its provision of Member Provider services to Qualified patients as to the quality of services delivered to Participants. Member Provider shall immediately Qualified Participants because of race, sex, age, notify RHG of any revocation, suspension or religion, national origin, place of residence, source restrictions, that would affect any certifications, of payment or health status. Member Provider shall licenses or accreditation's. Member Provider observe, protect and promote the rights of Qualified warrants that it is currently accredited by the Agency Participants. that governs like providers and is certified as a provider under Title XVIII (Medicare) and when HA Medical Staff Participation.. Certain medical appropriate, Title XIX (Medicaid) of the Social E specialties may not require hospital privileges such Security Act and that it shall maintain such as Occupational Medicine, Pathology, Dermatology, accreditation and certification during the term of this Allergy, and those Primary Treating Agreement. Member Provider shall immediately Physicians/Clinics whose practice is dedicated to notify RHG of any action, investigation or treating work-related injuries and illnesses. Where proceeding to revoke, suspend,restrict, or otherwise appropriate, Physicians must maintain active, affect such accreditation or certifications. unrestricted staff privileges with at least one RHG Member Provider hospital or Surgery Center. II.7.2 Organization's Requirements. Member Physician hereby consents to disclosure by such Provider shall use best efforts to comply with RHG's facility to RHG of all data collected with respect to criteria for provider participation, including Physician in connection with Physician's medical credentialing policies and procedures. Member staff membership, including without limitation all Provider shall cooperate with RHG's periodic applications for staff privileges and any renewals evaluation of qualifications. In addition, Member thereof. Provider shall use best efforts to cooperate with RHG's and/or state rules and regulations for the i �11.S Referrals.:; Except in a medical emergency or expeditious resolution of any grievance or wlien autfioized by RHG, Client, or its designated complaint. representative, Member Provider agrees to refer Qualified Participants only to other Member II.8 Notification to RHG. Member Provider Providers, as defined in 1.6. represents and warrants that information provided Page 3 of 14 Rockport Healthcare Group Arlington Neurosurgical Assocs-Todd MD 072111 i herein and in the RHG application is true and during normal business hours, upon prior five (S) accurate in all respects and acknowledges that RHG business days, any of Member Provider's medical is relying on the accuracy of such information in records and operations reasonably pertaining to entering into and continuing the tern of this RHG Qualified Participants, services provided to agreement. In addition Member Provider shall use Qualified Participants, and to Member Provider's best efforts to provide written notice to RHG of any performance under this Agreement. Member (i) suspension,reduction or loss of license to provide Provider further agrees to allow RHG, Payor or a healthcare services; (ii) denial, suspension, designated representative thereof, including the restriction, reduction or termination of designated utilization review, quality management, accreditation/certification; (iii) changes in Federal case management or peer review staff, to have Tax Identification Number(s), (iv) other information reasonable access to medical records and provided in its application or Exhibit C for information of Qualified Participants for services participation, (v) Member Provider's professional provided under the terms of this Agreement as liability insurance if such insurance falls below the necessary to enable such party to perform Utilization requirements of state law and (vi) Member Review and Quality Assurance activities in Provider's billing or facility address. A failure to accordance with the applicable Utilization Review give any notice required by this Section shall be a and Quality Assurance Program. In addition, material breach of Member Providers obligations Physician agrees that in the event an examination and responsibilities hereunder, regardless of the concerning the quality of healthcare services is status, pendency or outcome of the event giving rise conducted by appropriate officials, as required by to the obligation to give that notice, and may be federal, state, and/or local law,RHG shall submit, in grounds for termination of this Agreement. a timely fashion, any required books and records and shall facilitate such examination. RHG and H.9 Medical Records. Member Provider shall Member Provider agree to assist one another with maintain complete and timely medical records for on-site inspection of facilities and records by Qualified Participants treated by Member Provider representatives of authorized federal, state and local and its medical staff. Such records shall be prepared regulatory agencies in accordance with accepted principles of practice, shall document all services performed for Qualified 11,11 Relationship_of Parties. Member Provider and Participants and shall comply with all applicable RHG understands and agrees that they are each an state and federal laws. Member Provider shall independent legal entity. Nothing in this agreement maintain such records for the length of time required shall be construed or deemed to create a relationship j by applicable state or federal law. Subject to all of employer and employee, principal and agent, applicable privacy and confidentiality requirements, partnership or joint venture or any relationship other such medical records shall be made available to each than that of independent parties contracting with Member Provider and other health professionals each other solely to carry out the provisions of this treating the Qualified Participant, and upon request, Agreement for the purposes recited in this to the Payor, RHG or its designated representative Agreement. With regard to the provision of for review at the rates approved by State law and as healthcare services, Member Provider acts as an set forth in the current State Workers' Compensation independent entity and the Member Provider-patient Reimbursement Manual for Hospitals, if applicable. relationship shall in no way be affected. Member Provider shall obtain a valid consent for the release of the Qualified Participant's medical records H.12 Standards of Care. Member Provider agrees to other providers, RHG, Payor, or its designated that all duties performed hereunder shall be representative. RHG agrees that medical records of consistent with the proper practice of their Qualified Participants shall be treated as confidential healthcare profession, and that such duties shall be so as to comply with all federal and state laws and perfonx►ed in accordance with the customary rules of regulations regarding the confidentiality of patient ethics and conduct of the appropriate and applicable records. The Member Provider's obligations under professional organizations and/or associations, as the this Section 11.9 shall survive the termination of this case may be, and such other bodies, formal or Agreement. informal, state, government or otherwise, or by f which they are subject to licensing/certification and H.10 Inspection of Records and Operations. RHO, control. Additionally, Member Provider shall Payor or a designated representative shall have the perform all medical and healthcare services in right to inspect and audit, at all reasonable times conformance with the standards for their facilities as Page 4 of 14 Rockport Healthcare Group Ariington Neurosurgical Assocs-Todd MD 072111 i established by the local/regional professional referral; including but not limited to the following: healthcare community and applicable (i) Provider Search Provider Locator System (ii) accrediting/licensing agencies. Member Provider Provider Directories (iii) Site-Specific Provider agrees that,to the extent feasible, it shall utilize such Panels (iv) Customized Local Networks and (v) additional allied health and other qualified personnel Client Service Provider Referral Service. as are available and appropriate for effective and efficient deliveiy of care. Member Provider shall 111.2 Credentialing. RHG will perform and/or ensure that all such personnel are properly licensed delegate to qualified organizations credentialing of and/or possess the necessary credentials to render each Member Provider. Credentialing may include the sei vices that they perform. verification of all information and documents provided in the application for participation and Il.13 Right to Use Member Provider's or Network's investigation, including but not limited to Name. Member Provider agrees to allow RHG to verification with all state and national licensing and list Member Provider's name, specialty, address, certifying bodies that apply to the services rendered telephone number, and hours of operation in a by the Member Provider, such as JCAHO, AAAHC, Member Provider directory, Provider Search, RHG NCQA, CLIA, URAC, etc. Inquires may also be Site-Specific Provider Panel(s), REG website and/ made to current and previous professional liability or other materials to help promote and assist Clients carriers, Medicare and Medicaid. RHG's with Qualified Participants needing medical care for credentialing policies and procedures follow the injuries/illnesses sustained. RHG agrees to allow American Accreditation Healthcare Commission Member Provider to list RHG's name, address, and (URAC) standards for Workers' Compensation telephone number on Member Provider's website or provider networks. in other publications listing the health plans accepted by Member Provider_ In addition, Member Provider III.3 Operational Functions. RHG shall utilize agrees to post in waiting room and make available to systems to respond to Member Providers requests Qualified Participant notice of Member Provider's for information and will provide clarification of participation with RHG with name, address and policies concerning the operation of RHG's I telephone number and process for Qualified programs. Member Provider agrees to work in Participants to resolve complaints. The Member cooperation with RHG to market the services of the Provider is required to post, in Member Provider's Member Provider to Clients and/or Payors, office, notice to employees on the process for resolving workers' compensation health care RHG shall act as a liaison with the Member network complaints. The notice must include the Providers and Clients and/or Payors to devote Texas Department of Insurance's toll-free phone necessary time and effort to perform RHG's number for filing a complaint and must list all responsibilities hereunder. workers' compensation health care networks with which the Member Provider contracts. IIIA Retaliatory Action. RHG agrees not to engage in any retaliatory action including termination of II.14 Noncompliance. Member Provider understands contract or refusal to renew a contract against that failure to comply with any of the requirements Member Provider, because Member Provider, on imposed pursuant to this Agreement may result in behalf of an Qualified Participant, reasonably filed a termination of this Agreement by RHG, complaint against, or appealed a decision of RHG or Payor, or requested reconsideration or independent II.15 Antitrust Guidelines. Member Provider agrees review of an adverse determination. to comply with all antitrust guidelines and procedures promulgated by Federal and State 111.5 Antitrust Guidelines. RHG agrees to comply entities. with all antitrust guidelines and procedure promulgated by Federal and State entities. III. RHG's OBLIGATIONS lII.6 Audit Policy and Procedure Compliance. All III.1 Marketing to Clients/Pavors. REG shall enter bill audit requests by Payor shall be done in into agreements with Clients and/or Payors as accordance with the State Law and/or Federal Rules defined in I.3 and 1.4 for their access to RHG quality and Regulations. Member Providers through specific referral processes. RHG will market Member Providers for Page 5 of 14 Rockport Healthcare Group Arlington Neurosurgical Assocs-Todd MD 072111 will be subject to the reimbursement rates N. REIMBURSEMENT, CLAIMS established in the Exhibit B of this Agreement. SUBMISSION AND PAYMENT All billing and reimbursement will be made in IV.l Reimbursement. RHG shall arrange and accordance with Labor Code 408.027 and all other provide the Member Provider, locations and/or any applicable state rules and regulations. additional Tax Identification Numbers as listed in Exhibit C for Payors to pay Member Provider the IV.3 Bill and/or Claim Forms. Claim forms are reimbursement rates for Covered Services rendered required for all services. All claims must be to Qualified Participants pursuant to Exhibit B. submitted complete and accurate on CMS 1500 (or Member Provider agrees and acknowledges that other appropriate claim form or their successors)and RHG is acting solely in an administrative capacity in must include Member Provider's usual and providing a network of quality health services. RHG customary billed charges (not discounted rates) and is not the claims paying agent and will not be liable appropriate codes, consistent with policies for the payment of any amount owed by a Payor to established or approved by applicable state and/or Member Provider in the event that Member Provider federal regulations. Member Provider must submit is unable to collect such arnount of money up to and claims to Payor not later than the 95'11 day after the including the insolvency of the Payor. Under no date on which services are provided to the Qualified circumstance will a Member Provider attempt to Participant, or as specified by state law. In collect payment from a Qualified Participant for accordance with Labor Code §408.027 and other medical services rendered for a compensable, work- applicable statutes and rules, billing and payment to related injury/illness. Member Provider will be made within forty-five (45) days of receipt of bills which are accurate and N.2 Reimbursement Rates, Member Provider is to complete, and otherwise in accordance with state be paid by the Payor in accordance with State Law rules and regulations. and/or rules and regulations at the rates established ; in Exhibit B. Member Provider hereby agrees that IVA4 Limited Recourse Against Qualified rates in Exhibit B,which may be amended from time Participants. Except as otherwise provided in this to time upon mutual written agreement,represent the Agreement (Section I.10), Member Provider agrees total amount to be received and agrees to look solely to seek payment from each Payor for Covered to the Payor for payment for such Covered Services. Services provided to its Qualified Participants, and Payment will be made for Covered Services actually agrees that it will not seek additional payments or rendered. All claims will be paid, when appropriate, reimbursement for compensible injuries from only after submission of a complete and accurate Qualified Participants. In addition, Member claim. A complete and accurate claim shall be Provider agrees that neither RHG, the Payor nor the defined as a clean claim by Medicare.RHG does not Qualified Participant shall be billed or ultimately guarantee, represent, warrant or covenant regarding held responsible for payment of services deemed not the selection or use of Member Provider's services to be covered by the Payor or its designee, When by any Qualified Participant or Payor, or the number Qualified Participant is covered by a state or of patients, if any, which may result from federally regulated Occupational Injury and Illness participation in RHG's provider network. The program, Member Provider agrees to comply with obligation of a Payor to reimburse Member Provider state and federal regulations regarding holding in accordance with Exhibit B for the provision of Qualified Participants harmless for amounts not paid Covered Services to a Qualified Participant shall be by Payor for any reason, including Payors conditioned upon a good faith determination by the insolvency. This provision does not preclude billing Payor or its designated representative that (i) such a Non-Qualified Participant for a non-compensible services are medically necessary, whether such injury. determinations are made before, on or after the provision of services to such Qualified Participant. IV,4.1 Transfer of Risk, This Agreement and any subcontract within shall not be interpreted to involve All services billed under the Tax Identification a transfer of financial risk for the provision of health Number(s) indicated in this Agreement, any care services from Payor to RHG as defined under Amendments, Exhibit A, Exhibit B, Exhibit C, Insurance Code §I 305.004(a)(26).Member Provider Applications or any updates regarding locations agrees and acknowledges that RHG is acting solely and/or a Member Provider as defined in section L6 in an administrative capacity in providing a network Page 6 of 14 Rockport Healthcare Group Arlington Neurosurgical Assocs-Todd MD 072111 v i I of quality health providers. RHG is not the claims alleged to have be caused by its employees or paying agent and will not be liable for the payment representatives, in the performance or omission of of any amount owed by a Payor to Member Provider any act or responsibility under this Agreement. In in the event that Member Provider is unable to the event that a claim is made against RHG, it is the collect such amount of money up to and including intent of RHG to cooperate in the defense of said the insolvency of Payor. claim. However, RI-IG shall have the right to take any and all actions they believe necessary to protect IV.5 Payment of Claim Forms. RHG shall their interest. administratively arrange ;For the Payor or its designated representative to pay undisputed claims V.3 Indemnification of Member Provider. Member which are accurate, complete and comply with the Provider will be responsible for its own acts or Agreement within the time period mandated by state omissions and any and all claims, liabilities,injures, or federal law. suits and demands and expenses of all kinds which may result or arise out of any alleged malfeasance or IV.6 Erroneous Payment. In the event that a Payor neglect caused or alleged to have be caused by its and/or its designated representative pays the employees or representatives, in the performance or Member Provider (i) more than once, or (ii) an omission of any act or responsibility under this incorrect amount, or (iii) an overpayment, the Payor Agreement. In the event that a claim is made against or its designated representative may, at its sole Member Provider, it is the intent of Member option and discretion, request the return of such Provider to cooperate in the defense of said claim. amount from Member Provider The Member However, Member Provider shall have the right to Provider will not unreasonably withhold take any and all actions they believe necessary to reimbursement. If overpayment has been made protect their interest. Member Provider shall reimburse such overpayment within forty-five (45) days and/or follow State and VI. TERM AND TERMINATION Local Rules and Regulations. The Member Provider may not contest payment of Clavus after one VI.l Term. The term of this Agreement shall be for hundred eighty(180)days from the date of payment. one (1) year from the date hereof and shall be j All claims for overpayment or underpayment shall automatically renewed on an annual basis for be resolved in accordance with State Law and /or successive twelve (12) month periods, unless sooner Federal Rules and Regulations. terminated in accordance with Section VI.2. i V. INSURANCE AND INDEMNIFICATION VI.2 Termination. This Agreement may be terminated sooner on the first to occur of the r V.l Insurance Requirement. Member Provider shall following: provide and maintain such policies of professional liability insurance or a self-funded program. The VI.2.1 Termination by Member Provider. Member amounts and extent of such insurance coverage or Provider may terminate this Agreement in the event self-funded program shall be in the amounts of a material default or breach of RHG's obligations determined by community standards for relevant hereunder,upon ninety (90)days prior written notice hospital/facilities. If such coverage is under a and the failure of RHG to cure such breach or "claims-made" policy, Member Provider agrees to default within sixty (60) days of the notice. In provide and maintain such insurance coverage or a addition, in the event of an "emergency situation", "tail" policy in the same amounts following the Member Provider may terminate the Agreement termination of this Agreement. Member Provider immediately with the acknowledgment by RHG that shall promptly demonstrate evidence of insurability such an emergency condition does exist. or self-funded program and that the required "Emergency Situation" shall mean an unforeseeable insurance is paid and in force upon request of RHG event, not resulting from Member Provider's act or and/or meet the credentialing guidelines of RHG. omission, which materially affects Member Provider's ability to continue the practice of V.2 Indemnification of RHG. RHG will be medicine or to perform his obligations hereunder. responsible for its own acts or omissions and any The network will provide notification to employees and all claims, liabilities, injuries, suits and demands of the terminating Member Provider immediately and expenses of all kinds which may result or arise upon receipt of the Member Provider's termination i out of any alleged malfeasance or neglect caused or request or as soon as reasonably possible before the Page 7 of 14 Rockport Healthcare Group Arlington Neurosurgical Assocs-Todd MD 072111 i effective date of termination as required by 28 TAC either party may terminate the Agreement with at 10.42(b)(6)(G). least ninety (90) days prior written notice to the other party; however, the party in breach may cure VI.2.2 Termination by RHG. A Member Provider the breach within. sixty (60) days of the notice, in shall automatically be terminated on the date when: which case, the Agreement and applicable rates and (i) Member Provider's license in the State where terns shall continue in effect. Either party may services are rendered is suspended or revolted, (ii) terminate this Agreement without cause upon ninety Member Provider is excluded from participation in (90)days prior written notice. the Medicaid or Medicare programs, (iii) Member Provider losses their JCAHO, NCQA, AAAHC, VI.2.5 Unforeseen Events. In the event that either URAC, CLIA or other applicable license, party's ability to perform their obligations under this certification and/or accreditation, (iv) Member Agreement is substantially interrupted by war, fire, Provider loses or experience a material reduction in insurrection, riots, the elements, earthquake, acts of liability insurance and such insurance falls below the God, or other similar circumstances beyond the requirements of State Law (v) Member Provider reasonable control of such party, the party shall be engages in any act, omission, demeanor or conduct relieved of those obligations for the duration of the that is reasonably likely to be detrimental to patient interruption upon notice to the other party. In the safety or to the delivery of quality patient care, or to event that the interruption is reasonably determined lead to the provision of healthcare services below likely to persist for at least ninety (90) days, either applicable standards, or (vi) ninety (90) . days party may terminate this Agreement upon thirty(30) following written notice by RHG of a material days prior written notice. default or breach by Member Provider hereunder and the failure of Member Provider to cure such VI.3 Effects of Termination. Upon termination of default or breach within sixty(60) days of the notice this Agreement, neither party shall have any further (vii) Member Provider fails to meet RHG's or the obligation hereunder except for (i) obligations State's credentialing requirements. RHG, however, accruing prior to the date of termination, including may not terminate this Agreement in direct response without limitation, any obligation by Member to Physician filing a reasonable complaint, on behalf Provider to continue to,provide healthcare services of a Qualified Participant against, or appealed a to Qualified Participants, and (ii) obligations, decision of, the network, or requested promises or covenants contained herein which are reconsideration or independent review of an adverse expressly made to extend beyond the term of this decision. Agreement. In the event RHG deems it necessary to terminate VIA Qualified Participant and Payor Notification,If Member Provider's agreement based on the above applicable, upon the termination of this Agreement, requirements RHG will notify Member Provider at by either party, Member Provider shall cooperate least ninety (90) days before the effective date of with RHG to notify Qualified Participants and termination. Payors of such termination. Upon written notification from RHG, Member VII. CONTINUATION OF BENEFITS Provider may request a review by RHG's advisory review panel, not later than thirty (30) days after VII,1 Continuation of Benefits. If Member Provider notification. RHG must then complete the review voluntarily terminates its contract with RHG, upon before the effective date of termination. Member Provider's request, Payor must continue to reimburse Member Provider for a period not to VI.2.3 Termination for Insolvency. This Agreement exceed 90 days at the Member Provider's contracted shall terminate immediately in the event that either rate set forth in Exhibit B of this Agreement with RHG or Member Provider voluntarily or RHG,for care of an Qualified Participant with a life- involuntarily, liquidates, dissolves or becomes threatening condition or an acute condition for subject to any proceeding for the rehabilitation or which discontinuing or disruption of care would conservation of their financial affairs with written harm the Qualified Participant as per 28 TAC inotification. 10.42(b) (A). Any disputes concerning continuity of care shall be resolved through the complaint process VI.2A Termination by Either Party. In case of under Insurance Code §1305.401 - §1305.405 and material breach of the teams of this Agreement, Page 8 of 14 Rockport Healaicare Group Arlington Neurosurgical Assocs-Todd MD 072111 I Subchapter G of Title 28, Part 1 (relating to amicable understanding cannot be reached are to be Complaints). decided by the following method: 7X.1.1 Mediation through RHO. The Member VII.2 Survival. The provisions of this Article VII Provider shall notify RHG in writing of the dispute shall survive the termination of this Agreement or disagreement and shall provide all necessary regardless of the cause - giving rise to such information to RHO. RHO shall use best efforts to termination, as will sections 11.9, V.2, V.3, VI.3, mediate the dispute within the rules and regulations VIII, and IX. The provisions of this Article VII put forth by the State as reference in RHG's supersede any oral or written agreement to the Provider Handbook. contrary now existing or hereafter entered into between Member Provider and any Qualified IX.1.2 Arbitration. If the dispute cannot be solved Participant or any person acting on a Qualified by the mediation process described above, either the Participant's behalf. Member Provider, RHG or Payor may elect to submit the dispute to binding arbitration under the VIII. CONFIDENTIALITY rules of the American.Arbitration Association or any other method of arbitration mutually agreed upon by All business, medical and other records relating to the parties. Arbitration will be conducted in the operation of RHO or Member Provider, Houston, Texas. Each party will be responsible for including but not limited to, books of account, their own legal fees. The cost of the arbitration general administrative records, policies and services will be the sole responsibility of the party procedures, pricing information, terms of this requesting the arbitration. Agreement and all information generated and/or contained in management information systems IX.1.3 Provider Appeals. Except for termination due owned by or pertaining to RHO or Member to contract expiration, Member Provider has the Provider, and all systems, manuals, computer right to appeal his/her termination from the Network, software and other materials, but excluding patient as follows: charts, shall be and remain the sole property of RHO or Member Provider respectively (collectively, the IX.1.3.1 RHO will provide notice to the Member "Confidential Information"). RHO and Member Provider at least 90 days before the effective date of Provider acknowledges that the Confidential a termination by RHO; Information and all other information regarding RHO or Member Provider that is competitively IX.1.3.2 Upon receipt of the written notification of sensitive is the property of RHO or Member termination, a Member Provider may request in Provider and RHO or Member Provider may be writing a review by the Network's advisory review damaged if such information was revealed to a third panel no later than 30 days after receipt of the party. Accordingly, RHO and Member Provider notification; agrees to keep strictly confidential and to hold in trust all Confidential Iniformation. Upon termination IX.1.3.3 The Network will provide an advisory of this Agreement by either party for any reason review panel that consists of at least three Providers j whatsoever, RHO and Member Provider shall of the same licensure and the same or similar promptly returli to the other all material constituting specialty as the Member Provider; Confidential Information or containing Confidential Information, and neither party will not thereafter IX.1.3.4 The Network must complete the advisory use, appropriate, or reproduce such information or panel review before the effective date of the disclose such information to any third party. RHO termination; and Member Provider specifically agrees that under no circumstances will either party discuss the terms IX.1.3.5 The Client, Payor, or RHO may not notify and conditions of this Agreement, and in particular patients of the termination until the earlier of the the pricing information herein. effective date of the termination or the date the advisory review panel makes a formal IX. MISCELLANEOUS recommendation; IX.l Disputes. All disputes and difference between IX.1.3.6 If Member Provider terminates the contract, the Member Provider and RHO upon which an the Network or RHO's Client will provide Page 9 of 14 Rockport Healthcare Group Arlington Neurosurgical Assocs-Todd MD 072111 notification of the termination to employees IX.7 Amendments. This Agreement may be receiving care from the terminating provider. The amended as agreed to by both parties in writing upon Network shall give such notice immediately upon thirty (30) days written notice of such proposed receipt of the Member Provider's termination amendment. request or as soon as reasonably possible before the effective date of termination. IX.8 Severability. The invalidity or un- enforceability of any term or condition hereof shall IX.2 Non-Exclusivity. Nothing in this Agreement in no way affect the validity or enforceability of any shall be construed to restrict Member Provider or other tern or provision. RHG from entering into other contracts or agreements to provide healthcare services to Payors IX.9 Assignment. Member Provider may not assign or other healthcare delivery plans, patients, and or otherwise transfer any right or delegate any duty employer groups. of performance hereunder, in whole or in part without the prior written consent of RHG. A change IX.3 Entire Agreement. This Agreement contains in ownership will not negate the prior contractual the entire understanding of the parties and agreement without written notification to RHG. supersedes any prior understandings and agreements, RHG retains the right to assign this Agreement, in written or oral, respecting the subjects discussed whole or in part,to any entity with which RHG or its herein. parent company or any of its subsidiaries is affiliated, or with which it merges or consolidates. IX.4 No Waiver. The waiver by either party of a breach or violation of any provision of this IX.10 Third Party Beneficiaries. Except for Payors j Agreement shall not operate as or be construed to be and the agents thereof, there are no third parry a waiver of any subsequent breach hereof. beneficiaries of this Agreement. IX.5 Rea-ulatory Compliance. Member Provider, IX.11 Capons. The captions and headings sub-contracting providers, and RHG agree that each contained in this Agreement are for reference shall comply with all applicable requirements of purposes only and shall not affect in anyway the municipal, county, state and federal authorities, all meaning or interpretation of this Agreement. municipal and county ordinances and regulations, and all applicable state and federal statutes and IX.12 Execution of Counterparts. This Agreement regulations, now or hereafter in force and effect, may be executed in any number of counterparts, governing RHG, Member Provider, sub-contracting including facsimiles, each of which shall be deemed providers, the provision of services by Member to be an original as against any part whose signature Provider or sub-contracting providers, and/or appears thereon, and all of which shall together Payors, including but not limited to applicable constitute one and the same instrument. requirements under any state or federal fair employment practices, equal employment IX.13 Partial Invalidity. If any part, clause or opportunity, or similar laws 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. 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 applicable state law. Page IO of 14 Rockport Healthcare Group Arlington Neurosurgical Assocs-Todd MD 072111 IX.14 Financial Incentives. Neither a Client, Payor, IX.17 Official Notices. Any notice or nor RHG may use financial incentive or make a communication required, permitted or desired to be payment to a health care provider that acts directly given hereunder shall be deemed effectively given or indirectly as an inducement to limit medically when personally delivered or mailed, return receipt necessary services. The adoption of treatment and requested, or overnight express mail addressed as return-to-work guidelines and individual treatment follows: protocols by RHG or Network is not in violation of this section as pursuant to Insurance Code §1305. 304 and§10.83(a)of Chp 10 of Title 28 Part 1. IX.15 Financial Disclosure Reciuuirements. Member Provider is required to file financial disclosures in accordance with Labor Code §§408.023 and Member Provider or Representative/Designee: §§413.041. (Please Print) IX.16 Economic Profiling. Network must provide Name:Frederick Todd II,MD written notice to Member Provider before the Network conducts economic profiling, including Organization: Arlington NeurosurjZical & Spine utilization management studies or other profiling of Associates the provider or group of providers. Address: 800 W Arbrook, Ste 250 City/State/Zip:Arlington,TX 76015 Telephone: (817)465-7764 Fax: (817)465-8117 Organization: Rockport Community Network,Inc. dba Rockport Healthcare Group Attn: Director of Network Development 50 Briar Hollow Lane, Suite 515W Houston,TX 77027 Telephone: (713)621-9424 IN WITNESS WHEREOF, the undersigned will be Fax: (713)621-9511 deemed to have executed this Agreement as of the date the provider is fully credentialed by RHG, or to such other address, and to the attention of such other person(s) or officers) as either party may designate by written notice. For and on behalf of: For and on behalf of: Rockport Community Network,Inc. dba Rockport Healthcare Group Member Provider or Representative/Designee 50 Briar Hollow Lane,Suite 15W Houston,TX 77027 Signature: Name:Frederick Todd II,MD Mark C.Neer (Print) Sr.Vice President,Busine ;Deevel pment TIN:75-2453780 Date: Date: ItIlD l Page 11 of 14 I Rockport Healthcare Group Arlington Neurosurgical Assoos-Todd MD 072111 EXHIBIT A STANDARDS AND GUIDELINES UTILIZATION REVIEW AND QUALITY IMPROVEMENT PROGRAMS RHG 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/ilhiesses for Qualified Participants. RHG's Clients provide utilization review and quality improvement programs for Qualified Participants. RHG shall review each Clients Utilization Review and Quality Improvement 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 Pee 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 i 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 Healthcare Common Procedure Coding System (HCPCS) Level I code range for Physical Medicine and Rehabilitation, 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. i ' Page 12 of 14 Rockport Healthcare Group Arlington Neurosurgical Assoes-Todd MD 072111 EXHIBIT B Reimbursement Schedule L Rockport United Network/Rockport SelectHealth Network- Occupational Injury and Illness Provider fees for the programs listed above shall be reimbursed at the following: All fees will be reimbursed at 90% (ninety percent) of the state's current Workers' Compensation fees,rules and regulations or usual and customary allowables. Coverage: Coverage for all procedures on the fee schedule is subject to the terms and conditions of I this Agreement, state rules and regulations and/or the applicable Occupational Injury or Illness Benefit i Plan. I - i i I/We accept the fees as outlined in this Exhibit B. For and on behalf of: For and on behalf of: (Name, address; etc.) ROCKPORT COMMUNITY NETWORK,INC. Arlington Neurosurgical&Spine Associates dba Rockport Healthcare Group 800 W Arbrook, Ste 250 50 Briar Hollow Lane,Suite 515W Arlington,TX 76015 Houston,Texas 7702 Signature G OU Mark C.Neer Printed Name Frederick Todd IL MD Sr.Vice President,Busi ss Deviopment Title i Date TIN75-2453780 Date i Page 13 of 14 Rockport Healthcare Group Arlington Neurosurgical Assocs-Todd MD 072111 EXHIBIT C Physicians and/or locations where services are to be rendered by Member Provider The Member Provider agrees that the following physicians and/or practice Iocations listed on attached Exhibit C, 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(RHG)and its representatives to use any and all of the below information as agreed to in this signed agreement. Arlington Neurosurgical&Spine Associates_ Practice Name(1) Practice Name(2) Frederick Todd H,MD Physician Naive(if applicable) Physician Name(if applicable) 800 W Arbrook Ste 250 Physical Address Physical Address I Arlington,TX 76015 City, State Zip City, State Zip Mailing Address (if different) Mailing Address(if different) (817)465-7764 /(817)465-8117 Phone Number/Fax Number Phone Number/Fax Number 75-2453780 Tax ID Number Tax ID Number Practice Name(3) Practice Name(4) I Physician Name(if applicable) Physician Name(if applicable) Physical Address Physical Address City, State Zip , City, State Zip i . Mailing Address (if different) Mailing Address (if different) Phone Number/Fax Number Phone Number/Fax Number Tax ID Number Tax ID Number For and on behalf of: For and on behalf of: Rockport Community Network,Inc. Member Provider or Representative/Designee dba Rockport Healthcare Group 50 Briar Hollow Lane,Suite 515W Houston,TX 77027 Signature: /}ic.��t�' ��7 ! 4 Name: Frederick Todd II,MD Mark C.Neer (print) Sr.Vice Preside fit,Busine s De76) pment Date: l Date: Page 14 of 14 Rockport Healthcare Group Arlington Neurosurgical Assocs-Todd MD 072111