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HomeMy WebLinkAboutContract 47186-P22 Wf SECRETARY -7) (,t''I�"LZ C310 CONTRACT No. ADDENDUM TO AGREEMENT Rockport Community Network previously known as Rockport Healthcare Group BlackStone 504 Program This Addendum is entered into by and among CareNow ("Member ro ider"), Roc omunity Network ("Rockport"), and the City of Fort Worth ("City") on this day ofor yv, 20y. WHEREAS, Rockport and Member Provider entered into a Facility/Ancillary Agreement, effective February 2, 2006, ("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 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 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. WHEREAS, Rockport, Member Provider, and the City desire 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). i WHEREAS, Rockport, Member Provider, and the City desire for the terms and conditions of the Agreement to be the same 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 of the City. NOW,THEREFORE,for good and valuable consideration,the sufficiency and receipt of which is hereby acknowledged,the parties agree as follows: 1. All terms and conditions of the Agreement are hereby adopted by both Member Provider and the City,with Rill consent and agreement of Rockport,to apply as a direct contractual agreement between Member Provider and the City. All references 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 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,unless the content otherwise clearly requires,the following words and terms shall have the meaning set forth below. All other defined terms shall have the meaning ascribed to them in the Agreement. OFFICIAL RECORD CITY SECRETARY k�'S'.WORM TX CareNow 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 this and other direct contracts using Rockport as its contracting agent. "Provider Manual"means the BlackStone Provider Manual as amended from time to time and provided to the Member Provider when amended. "Provider Panels" 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 the benefit of the City and Qualified Participants, 5. Nothing in this Addendum or the Agreement waives sovereign immunity or creates a new cause of action. 6. All other terms of the Agreement shall remain in force and unchanged. Any conflicts between this Addendum and the Agreement shall be superseded by the terms provided herein. IN WITNESS WHEREOF,the parties hereto have executed this Addendum effective on the day and year fust written above. For and on behalf of: City of Fort Worth BlackStone Signatu e• Name:Susan Alanis Title: Assistant City Manager Date: ' l 1 i lv App�t:DVED As To pJ hk4 AN LEGALITY: Assistant Citgo littoraeY< Je. /�� c IEDORD �% o$ VI�I ,�1Gs@Z 1 e aeoo®o �` fir. ` f Ro ARTIi X Mary X City Sea b' CareNow Agreement ROMO-AT CO TY 3'W a ,Signature; Name,JohnPaolacci TIM:Sr.Vice President Da-te:, MEMBER R PROV FjR or Repres eniatiye(Designee -l-jezUj ignatur Name- f TIN:75 9473418 �h. i S 4f. y Rr---X U11CARE CYROtIP ADDENDUM TO AGREEMENT (Rockport Healthcare Group,Inc.) The parties hereby agree that this Addendum treatment protocols outlined in Exhibit A of be incorporated into the existing Agreement, this Addendum provided in RHG's Provider effective 02/02/2006 entered into,by and Handbook and/or Clients'Utilization between CareNow(Member Provider)and Review Programs, Rockport Healthcare Group,Inc.,a Delaware Corporation("RHG"),dba (3)The Client,defined to mean an insurance Rockport United Network(a preferred company or network certified by an provider network for Occupational Injuries insurance carrier for its own benefit, and Illnesses);Rockport SelectHealth certified self-insured,or governmental Network(an exclusive provider network). entity,as those terms are defined and used in the Texas Labor Code,the Network Act Pursuant to§10.42 of Texas Insurance Code Section 1305 and the implementing.rules, 1305 regarding Network Contracts with and/or Payor,may not deny treatment solely Providers seeking to participate in.Texas on the basis that a treatment for a Certified Workers' Compensation Networks, compensative injury in question is not specifically addressed by the treatment guidelines used by the Client and/or Payor. (1)When a Qualified Participant,defined as However,Member Provider must an"employee"as defined.and used in the demonstrate medical necessity to support Texas Labor Code,the Network Act Section services rendered to Qualified Participants 1305 and the implementing rules,who that are outside oftreatment guidelines. sustained a work-related injury/illness that is determined compensible by an employer and (4)Retaliatory Action:RHG agrees not to that participates in the Rockport United engage in any retaliatory action including Network or Rockport SelectHealth Network termination of contract or refusal to renew a through Rockport's CIient,is covered by a contract against Member Provider,because state or federally regulated Occupational Member Provider,on behalf of an Qualified Injury and Illness program,Member Participant,reasonably filed a complaint Provider and Provider Network agree to against,or appealed a decision of RHO or comply with state and federal regulations Payor,or requested reconsideration or regarding holding Qualified Participants independent review of an adverse harmless for health care services for determination. compensible injuries not paid by Payor under any circumstances,including Payor's (5)Continuity of Treatment: or network's insolvency. This provision does not preclude billing_a non-Qualified (5A)If Member Provider leaves the Participant for a non-compensible injury. network,upon the Provider's request,the Client and/or Payor is obligated to continue (2)Treatment Guidelines: Member Provider to reimburse the provider for a period not to agrees to follow the treatment guidelines, exceed 90 days at the contracted rate for return-to-work guidelines and individual care of a Qualified Participant with a life- Page 1 of 5 CareNow Addendur= i 1 - threatening condition or an acute condition earlier of the effective date of the for which disruption of care would harm the termination or the date the advisory review Qualified Participant. panel makes a formal recommendation; (5B)Member Provider shall use best efforts (617)A Physician may automatically be to comply with RHO's criteria for provider terminated on the date when: (i)Physician's participation,including credentialing license to practice medicine or other policies and procedures,complaint licensed healthcare profession in the state processes as identified in the RHO Provider where services are rendered,is suspended or Handbook.Member Provider shall revoked,(ii) Physician's medical staff cooperate with RHO's periodic evaluation of privileges at a participating facility are qualifications and Clients'Utilization revoked or suspended,unless such Review programs. In addition,Member Physician's privileges are reinstated within Provider shall use best efforts to cooperate twenty(20)days of such suspension,(iii) and comply with RHO's and/or state rules Physician's DEA or applicable State and regulations for the expeditious Controlled Substance Registration number resolution of any grievance or complaint.A required by Section 11.7.1 above is dispute concerning continuity of care shall suspended or revoked,unless such Physician be resolved through the complaint resolution can arrange for other Member Providers to process under Insurance Code, §§ 1305.401- prescribe regulated drugs for Qualified 1305-405 and Subchapter G, Chapter 10, Participants under the care of Physician Texas Administrative Code. within ten(10)days of such loss of such Registration number(s)and gives RHO (6)Termination of network provider status notice of the same,(iv)Physician is (except for termination due to contract excluded from participation in the Medicaid expiration)and applicable written or Medicare programs;(v)Physician notification to employees receiving care engages in any act,omission,demeanor or regarding such termination: conduct that is likely to be detrimental to patient safety or to the delivery of quality (6A)RHG will provide notice to the patient care,or(v%)Physician is convicted of Member Provider at least 90 days before the a Felony,(vii) Physician is found in effective date of a termination by RHG; violation of professional conduct,or(viii) thirty(30)days following written notice by (613)Upon receipt of the written notification RHO of a material default or breach by of termination,a Member Provider may Physician hereunder and the failure of request in writing a review by the network's Physician to cure such default or breach advisory review panel no later than 30 days during such thirty(30)day period. after receipt of the notification; (6G)If Member Provider terminates the (6C)Utilization Review Agent for network contract,RHO's Client will provide will provide an advisory review panel that notification of the termination to employees consists of at least three Providers of the receiving care from the terminating same licensure and the same or similar provider.The network shall give such notice specialty as the Member.Provider; immediately upon receipt of the Member Provider's termination request or as soon as (613)Utilization Review Agent for network reasonably possible before the effective date must complete the advisory panel review of termination; before the effective date of the termination; (7)The Member Provider is required to post, (6E)The Client,Payor,or RHO may not in the office of the Member Provider,a notify patients of the termination until the notice to employees on the process for t Page 2 of 5 iCareNow AddendumTX I I i jresolving workers' compensation health care must be submitted complete and accurate on 1 network complaints. The notice must HCFA 1500 or UB-92 form(or their include the Texas Department of Insurance's successors)and must include Member toll-free telephone number for filing a Provider's usual and customary billed complaint and must list all workers' charges(not discounted rates)and compensation health care networks with appropriate codes,consistent with policies which the Member Provider contracts; established or approved by applicable state and/or federal regulations. All claims must (8)Member Provider agrees to abide by,the be submitted within thirty(30)days,or list of any treatments and services that within such time period from the date of require the networks'preauthorization and service,or as specified by the state rules and any procedures to obtain preauthorization regulations.Billing by and payment to the according to those listed on Exhibit A of provider will be made in accordance with Addendum. Labor Code§408.027 and other applicable statutes and rules. (9)Member Provider agrees and acknowledges that RHG is acting solely in (13)Member Provider agrees to provide an administrative capacity in providing a treatment for Qualified Participants who network of quality health providers. RHG is obtain workers'compensation health care not the claims paying agent and will not be services through the network that is liable for the payment of any amount owed specifically identified in the contract as a by a Payor to Member Provider in the event contracting party. "Qualified Participant" that Member Provider is unable to collect means an employee as defined as an such amount of money up to and including "employee"as that term is defined and used the insolvency of the Payor. in the Texas Labor Code,the Network Act Section 1305 and the implementing rules, (10)Regulatory Compliance;Member who sustained a work-related injury/illness Provider and RHG agree that each shall that is determined compensible by an comply with all applicable requirements of employer that participates in the Rockport state and federal statutes,rules and United Network or Rockport SelectHealth regulations,now or hereafter in force and Network through Rockport's Client. Unless effect. in an emergency or after business hours, initial services provided for the work-related (11)Primary Treating Physician/Clinic injury/illness require authorization by the means a Member Provider who is a Medical Employer and/or network either in writing Doctor(MD)or a Doctor of Osteopathic or by telephone. Medicine(DO)that specializes in Family Practice,General Practice,Occupational (14)Neither a Client,a Payor,nor RHG may Medicine or Internal Medicine and whose use any financial incentive or make a practice is largely dedicated to caring for payment to a health care provider that acts work related injuries and illnesses and is directly or indirectly as an inducement to designated by RHG as a Primary Treating limit medically necessary services.The Physician/Clinic(PTP). PTP agrees to adoption of treatment guidelines,return-to- render medical care to Qualified Participants work guidelines,and individual treatment without a scheduled appointment and protocols by a network is not a violation of operate during normal business hours, this section. Monday through Friday of any given week excluding recognized holidays. (12)Bill and/or Claim Forms: Claim forms are required for all services. All claims Page 3 of 5 CareNow AddendumTX I (15)Client and/or Payor or RHG must (16)All terms and conditions to Agreement provide written notice to a Member Provider including the Reimbursement Fee Schedule or group of Member Providers before the remain in effect.If there should be any -Client/Payor or RHG conducts economic question,dispute,or conflict of the terms profiling,including utilization management and conditions between the Agreement and studies comparing the provider to other the Addendum,the Addendum supercedes providers,or other profiling of the provider any and ail other terms or conditions. or group of providers. IN WITNESS WHEREOF,the parties hereto through their authorized representatives have agreed to the Addendum effective the date of execution by Rockport. For And on behalf of: For and on behalf of: ROCKPORT HEALTHCARE GROUP,INC _CareNow 50 Briar Hollow Lane,515 W _1218 West McDermott Dr. Houston,Texas 77027 _ Allen,TX 75013 I Signature Signature Mark C.Neer Cit-- Sr.Vice Presjden u ' essjDevelopment Title t Date / Da �Y 75-2473418 Tax ID Page 4 of 5 CareNow Addendm uTX .., t 1t 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/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 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 fxom 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; j 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) ehabilitation;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 I injury,or(ii)a surgical intervention previously approved by the payor. j Page 5 of 5 CareNow AddendumTX I } RECEIVE® OCKPORT'°' �, �� 1, t-1EALT11CARE.L;ROUP t1 20� FACILITY/ANCILLARY AGREEMENT ROCKPORT HEALTHCARE GROUP,INC. This Facility/Ancillary Agreement("Agreement"), is entered into by and between Rockport Healthcare 1. DEFINITIONS Group, Inc., a Delaware Corporation ("RHG"), dba Rockport United Network, Inc. (a preferred provider When used in this Agreement and unless the content organization for Occupational Injuries and Illnesses) otherwise clearly requires, the following words and and Rockport SelectHealth Network (an exclusive terms shall mean: proo)der network) and C CjYL /L)OW ("Member Provider"), and 1.1 "Physician" means a licensed Medical Doctor or will become effective as of the date the Agreement Doctor of Osteopathic Medicine, or group of same is executed by RHG. who desire to become a Member Provider with RHG. WHEREAS, RHG is engaged in the business of developing and acting in an administrative capacity 1.2 "Qualified Participant" means: (a) a person who in providing Occupational Injury and health provider is currently employed and participates in the networks that offer direction of care while providing Rockport United Network or Rockport SelectHealth savings to RHG clients and/or Payors. These Network and who sustains a work-related networks will offer greater coverage of services and injury/illness that is determined to be compensable. savings; and Unless in an emergency or after business hours, services provided for the work-related injury/illness WHEREAS, RHG has networks of contracted require authorization by the Employer either in physicians, physician groups, hospitals and writing or by telephone. providers of ancillary healthcare services (collectively, the "Member Providers") to provide a I.3 "Client" means an insurance company, full-range of healthcare services. These services are employer, managed care company, or third party available for use by "Qualified Participants" as administrator. These Clients have entered into a defined in 1.2 of this Agreement;and Client Agreement with RHG for the provision of healthcare services to Qualified Participants, WHEREAS, Member Provider desires to provide medical care services to "Qualified Participants" 1.4 "Payor" means the entity responsible for who are covered by Payor Agreements at the rates in payment of medical benefits for on the job injuries Exhibit B and in locations listed in Exhibit C: and and or illnesses according to State and/or Federal Rules and Regulations. WHEREAS, RHG has entered into Agreements and/or services with one or more Payors who 1.5 "Client Agreement" means the agreement provide payment of claims for medical care rendered between RHG and a Client, which agreement is to Qualified Participants, made before, on or after the effective date of this Agreement and which expresses the agreed upon NOW, THEREFORE, in consideration of the contractual rights and obligations of the parties. premises, the mutual promises contained herein, and Such Client Agreements will require Payors to pay other good and valuable consideration, the receipt Member Provider for Covered Services rendered to and sufficiency of which are hereby acknowledged, Qualified Participants pursuant to this Agreement. it is mutually agreed as follows: Furthermore, such Client Agreements shall authorize Page I of 13 Revised 12/27/05 CareNow FAC97 12/27/05 RHG to enter this Agreement and contractually bind recognized treatment guidelines and/or individual 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; 1.11 "Bill and/or Claim Form" UC-92 (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 UB-92 billing guidelines, and/or state licensed or certified to practice a healthcare 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. 1I.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(MD) 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 i 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 i excluding recognized holidays. that services provided are consistent with nationally recognized treatment guidelines (i.e. Official I.8"Specialist Physician" means a Member Provider Disability Guidelines (ODG), American i 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. i 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 I1.2 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 L9 "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 per, Participants. 1.10 "Covered Services" are those healthcare and 11A Medical Staff Participation, Member Provider health-related services provided to Qualified shall cooperate to the fullest extent possible in Participants for treatment of a compensible, work- obtaining staff privileges for Participating Primary related injury/illness as defined by either nationally Treating and Specialist Physicians/Clinics who Page 2 of 13 C Revised 12/37/05 areNow FAC97 12/27/05 meet Member Provider's credentialing standards and notify RHG of any action, investigation or agree to comply with the rules and regulations, proceeding to revoke, suspend, restrict, or otherwise policies and procedures as may exist from time to affect such accreditation or certifications. time governing Member Provider and its medical staff. Member Provider shall grant staff privileges 11.7.2 Organization's Requirements. Member only to competent qualified physicians and Provider shall use best efforts to comply with RHG's healthcare professionals and shall exercise ongoing criteria for provider participation, including peer review of the members of its medical staff. credentialing policies and procedures. Member Upon request, Member Provider shall provide RHG Provider shall cooperate with RHG's periodic with a current copy of its medical staff roster. evaluation of qualifications. In addition, Member Provider shall use best efforts to cooperate with 11.5 Referrals. Except in a medical emergency or RHG's and/or state rules and regulations for the when authorized by RHG, Client, or its designated expeditious resolution of any grievance or representative, Member Provider agrees to refer complaint. Qualified Participants only to other Member Providers,as defined in I.6. I1.8 Notification to RHG. Member Provider represents and warrants that information provided II.6 Reports. For each encounter where Member herein and in the RHG application is true and Provider provides services to a Qualified Participant, accurate in all respects and acknowledges that RHG Member Provider shall report such encounter on an is relying on the accuracy of such information in appropriate form and shall include statistical, entering into and continuing the term of this descriptive medical and patient data and identifying agreement. In addition Member Provider shall use information, if and to the extent that reports are best efforts to provide written notice to RHG of any specified by RHG, Client or its designated (i)suspension,reduction or loss of license to provide representative, and requested information is not healthcare services; (ii) denial, suspension, prohibited by state and/or federal rules and restriction, reduction or termination of regulations. accreditation/certification; (iii) changes in Federal Tax Identification Number(s), (iv) other information 11.7 Professional Requirements. provided in its application or Exhibit C for participation, (v) Member Provider's professional II.7.1 Licensure&Accreditation. Member Provider liability insurance if such insurance falls below the shall comply with all applicable federal, state and requirements of state law and (vi) Member local laws, rules and regulations governing like Provider's billing or facility address. A failure to providers and their provision of services. Evidence give any notice required by this Section shall be a of such current licensing, certification and/or material breach of Member Providers obligations accreditation shall be submitted promptly to RHG and responsibilities hereunder, regardless of the upon request. Member Provider represents and status, pendency or outcome of the event giving rise warrants that it and each of its employees and to the obligation to give that notice, and may be contracted service providers has obtained, and shall grounds for termination of this Agreement. maintain throughout the term of this Agreement, all necessary registrations, certifications, licenses, 1I.9 Medical Records. Member Provider shall permits and approvals as are required for the lawful maintain complete and timely medical records for provision of Member Provider services to Qualified Qualified Participants treated by Member Provider Participants. Member Provider shall immediately and its medical staff. Such records shall be prepared notify RHG of any revocation, suspension or in accordance with accepted principles of practice, restrictions, that would affect any certifications, shall document all services performed for Qualified licenses or accreditation's. Member Provider Participants and shall comply with all applicable warrants that it is currently accredited by the Agency state and federal Iaws. Member Provider shall that governs like providers and is certified as a maintain such records for the length of time required provider under 'Title XVIII (Medicare) and when by applicable state or federal law. Subject to all appropriate, Title XIX (Medicaid) of the Social applicable privacy and confidentiality requirements, j Security Act and that it shall maintain such such medical records shall be made available to each accreditation and certification during the term of this Member Provider and other health professionals Agreement. Member Provider shall immediately treating the Qualified Participant, and upon request, � Page 3 of 13 Revised 12/27/05 CareNow FAC97 12/27/05 to the Payor, RHG or its designated representative Agreement for the purposes recited in this for review at the rates approved by State law and as Agreement. With regard to the provision of set forth in the current State Workers' Compensation healthcare services, Member Provider acts as an Reimbursement Manual for Hospitals, if applicable. independent entity and the Member Provider-patient Member Provider shall obtain a valid consent for the relationship shall in no way be affected. release of the Qualified Participant's medical records to other providers, RHO, Payor, or its designated II.12 Standards of Care. Member Provider agrees representative. RHG agrees that medical records of that all duties performed hereunder shall be Qualified Participants shall be treated as confidential consistent with the proper practice of their so as to comply with all federal and state laws and healthcare profession, and that such duties shall be regulations regarding the confidentiality of patient performed in accordance with the customary rules of records. The Member Provider's obligations under ethics and conduct of the appropriate and applicable this Section 11.9 shall survive the termination of this professional organizations and/or associations, as the Agreement. case may be, and such other bodies, formal or informal, state, government or otherwise, or by IL 10 Inspection of Records and Operations. RHG, which they are subject to licensing/certification and Payor or a designated representative shall have the control. Additionally, Member Provider shall right to inspect and audit, at all reasonable times perform all medical and healthcare services in during normal business hours, upon prior five (5) conformance with the standards for their facilities as business days, any of Member Provider's medical established by the local/regional professional records and operations reasonably pertaining to healthcare community and applicable RHG Qualified Participants, services provided to accrediting/licensing agencies. Member Provider Qualified Participants, and to Member Provider's agrees that,to the extent feasible, it shall utilize such performance under this Agreement. Member additional allied health and other qualified personnel Provider further agrees to allow RHG, Payor or a as are available and appropriate for effective and designated representative thereof, including the efficient delivery of care. Member Provider shall designated utilization review, quality management, ensure that all such personnel are properly licensed case management or peer review staff, to have and/or possess the necessary credentials to render reasonable access to medical records and the services that they perform. information of Qualified Participants for services provided under the terms of this Agreement as 11.13 Right to Use Member Provider's or Network's necessary to enable such party to perform Utilization Name. Member Provider agrees to allow RHG to Review and Quality Assurance activities in list Member Provider's name, specialty, address, accordance with the applicable Utilization Review telephone number, Tax Identification Number and and Quality Assurance Program. In addition, hours of operation in a Member Provider directory, Physician agrees that in the event an examination Provider Search, RHG Site-Specific Provider concerning the quality of healthcare services is Panel(s), RHO website and/ or other materials to conducted by appropriate officials, as required by help promote and assist Clients with Qualified federal, state,and/or local law, RHG shall submit, in Participants needing medical care for a timely fashion,any required books and records and injuries/illnesses sustained. RHG agrees to allow shall facilitate such examination. RHG and Member Provider to list RHG's name, address, and Member Provider agree to assist one another with telephone number on Member Provider's website or on-site inspection of facilities and records by in other publications listing the health plans accepted representatives of authorized federal, state and local by Member Provider. In addition, Member Provider regulatory agencies agrees to post in waiting room and make available to Qualified Participant notice of Member Provider's IL 1 I Relationship of Parties. Member Provider and participation with RHG with name, address and RHG understands and agrees that they are each an telephone number and process for Qualified independent legal entity. Nothing in this agreement Participants to resolve complaints, shall be construed or deemed to create a relationship of employer and employee, principal and agent, 11,14 Noncompliance, Member Provider understands partnership or joint venture or any relationship other that failure to comply with any of the requirements than that of independent parties contracting with imposed pursuant to this Agreement may result in each other solely to carry out the provisions of this termination of this Agreement by RHG. Page 4 of 13 Revised 12/27/05 CareNow FAC97 12/27/05 i behalf of an Qualified Participant, reasonably filed a 1L15 Antitrust Guidelines. Member Provider agrees complaint against,or appealed a decision of RHG or I to comply with all antitrust guidelines and Payor, or requested reconsideration or independent procedures promulgated by Federal and State review of an adverse determination. entities. 111.5 Antitrust Guidelines. RHG agrees to comply III. RHG's OBLIGATIONS with all antitrust guidelines and procedure . promulgated by Federal and State entities. III.1 Marketingto Clients/Payors. RHG shall enter into agreements with Clients and/or Payors as II1.6 Audit Policy and Procedure Compliance. All defined in I.3 and 1.4 for their access to RHG quality bili audit requests by Payor shall be done in Member Providers through specific referral accordance with the State Law and/or Federal Rules processes. RHG will market Member Providers for and Regulations. referral; including but not limited to the following; (i) Provider Search Provider Locator System (ii) W. REIMBURSEMENT,CLAIMS Provider Directories (iii) Site-Specific Provider SUBMISSION AND PAYMENT Panels (iv) Customized Local Networks and (v) Client Service Provider Referral Service. IV.1 Reimbursement. RHG shall arrange and provide the Member Provider, locations and/or any additional Tax Identification Numbers as listed in 111.2 Credentialing. RHG will perform and/or Exhibit C for Payors to pay Member Provider the delegate to qualified organizations credentialing of reimbursement rates for Covered Services rendered each Member Provider. Credentialing may include to Qualified Participants pursuant to Exhibit B. verification of all information and documents Member Provider agrees and acknowledges that provided in the application for participation and RHG is acting solely in an administrative capacity in investigation, including but not limited to providing a network of quality health services. RHG verification with all state and national licensing and is not the claims paying agent and will not be liable i certifying bodies that apply to the services rendered for the payment of any amount owed by a Payor to by the Member Provider,such as JCAHO,AAAHC, Member Provider in the event that Member Provider NCQA, CLIA, URAC, etc. Inquiries may also be is unable to collect such amount of money up to and made to current and previous professional liability including the insolvency of the Payor. Under no carriers, Medicare and Medicaid. RHG's circumstance will a Member Provider attempt to j credentialing policies and procedures follow the collect payment from a Qualified Participant for American Accreditation Healthcare Commission medical services rendered for a compensible, work- (URAC) standards for Workers' Compensation related injury/illness. provider networks. If Member Provider voluntarily terminates its II1.3 Operational Functions. RHG shall utilize contract with RHG, upon Member Provider's systems to respond to Member Providers requests request, Payor must continue to reimburse Member for information and will provide clarification of Provider for a period not to exceed 90 days at the policies concerning the operation of RHG's Member Provider's contracted rate with RHG, for programs. Member Provider agrees to work in care of an Qualified Participant with a life- cooperation with RHG to market the services of the threatening condition or an acute condition for Member Provider to Clients and/or Payors. which discontinuing care would harm the Qualified Participant. RHG shall act as a liaison with the Member Providers and Clients and/or Payors to devote IV.2 Reimbursement Rates. Member Provider is to necessary time and effort to perform RHG's be paid by the Payor in accordance with State Law responsibilities hereunder. and/or rules and regulations at the rates established in Exhibit B. Member Provider hereby agrees that 111.4 Retaliatory Action. RHG agrees not to engage rates in Exhibit B,which may be amended from time in any retaliatory action including termination of to time upon mutual written agreement,represent the contract or refusal to renew a contract against total amount to be received and agrees to look solely i Member Provider, because Member Provider, on to the Payor for payment for such Covered Services. Page 5 of 13 Revised 12/27/05 CareNow FAC97 12/27/05 Payment will be made for Covered Services actually held responsible for payment of services deemed not rendered. All claims will be paid, when appropriate, to be covered by the Payor or its designee. When only after submission of a complete and accurate Qualified Participant is covered by a state or claim. A complete and accurate claim shall -be federally regulated Occupational Injury and Illness defined as a clean claim by Medicare. RHG does not program, Member Provider agrees to comply with guarantee, represent, warrant or covenant regarding state and federal regulations regarding holding the selection or use of Member Provider's services Qualified Participants harmless for amounts not paid by any Qualified Participant or Payor, or the number by Payor for any reason, including Payors of patients, if any, which may result from insolvency. This provision does not preclude billing participation in RHG's provider network. The a Non-Qualified Participant for a non-compensable obligation of a Payor to reimburse Member Provider injury, in accordance with Exhibit B for the provision of Covered Services to a Qualified Participant shall be IV.5 Payment of Claim Forms. RHG shall conditioned upon a good faith determination by the administratively arrange for the Payor or its Payor or its designated representative that (i) such designated representative to pay undisputed claims services are medically necessary, whether such which are accurate, complete and comply with the determinations are made before, on or after the Agreement within the time period mandated by state provision of services to such Qualified Participant. or federal law. All services billed under the Tax Identification N.6 Erroneous Payment. In the event that a Payor Number(s) indicated in this Agreement, any and/or its designated representative pays the Amendments, Exhibit A, Exhibit B, Exhibit C, Member Provider (i) more than once, or (ii) an 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 All 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 1V.3 Bill and/or Claim Forms. Claim forms are may not contest payment of Claims after one required for all services. All claims must be hundred eighty (18 0) days from the date of payment. submitted complete and accurate on UB-92 (or other All claims for overpayment or underpayment shall appropriate claim form or their successors) and must be resolved in accordance with State Law and /or. include Member Provider's usual and customary Federal Rules and Regulations. billed charges (not discounted rates) and appropriate codes, consistent with policies established or V. INSURANCE AND INDEMNIFICATION i approved by applicable state and/or federal regulations. All claims must be submitted within V.1 Insurance Requirement. Member Provider shall sixty,(60) days, or within such time period from the provide..and maintain such policies of professional date of service, or as specified by the state rules and liability insurance or a self-funded program. The regulations. amounts and extent of such insurance coverage or self-funded prograin shall be in the amounts IVA Limited Recourse Against Qualified determined by community standards for relevant Participants. 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 agrees 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 1 Qualified Participants. In addition, Member or self-funded program and that the required (� 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. Revised 01/18/06 Page 6 of 13 CareNOSv FAC97 01/18/06 i r T l V.2 Indemnification of RHG. RHG will be affects Member Provider's ability to continue the responsible for its own acts or omissions and any practice of medicine or to perform his obligations and all claims, liabilities, injuries,suits and demands hereunder. and expenses of all kinds which may result or arise out of any alleged malfeasance or neglect caused or VI.2.2 Termination byRHG. A Member Provider alleged to have be caused by its employees or shall automatically be terminated on the date when: representatives, in the performance or'omission of (i) Member Provider's license in the State where any act or responsibility under this Agreement. In services are rendered is suspended or revoked, (ii) the event that a claim is made against RHG, it is the Member Provider is excluded from participation in intent of RHG to cooperate in the defense of said the Medicaid or Medicare programs, (iii) Member claim. However, RHG shall have the right to take Provider losses their JCAHO, NCQA, AAAHC, any and all actions they believe necessary to protect URAC, CLIA or other applicable license, their interest. certification and/or accreditation, (iv) Member Provider loses or experience a material reduction in V.3 Indemnification of Member Provider. Member liability insurance and such insurance falls below the Provider will be responsible for its own acts or requirements of State Law (v) Member Provider omissions and any and all claims,liabilities,injuries, engages in any act, omission, demeanor or conduct suits and demands and expenses of all kinds which that is reasonably likely to be detrimental to patient may result or arise out of any alleged malfeasance or safety or to the delivery of quality patient care, or to neglect caused or alleged to have be caused by its lead to the provision of healthcare services below employees or representatives, in the performance or applicable standards, or (vi) thirty (30) days 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 j 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 VI.I 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 VI.2. Member Provider's agreement based on the above requirements RHG will notify Member Provider at V1.2 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 VI.2.1 Termination by Merrtber 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 RHG'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 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 j acknowledgment by RHG that such an emergency subject to any proceeding for the rehabilitation or II condition does exist. "Emergency Situation" shall conservation of their financial affairs with written mean an unforeseeable event, not resulting from notification. i Member Provider's act or omission,which materially Page 7 of 13 ' Revised 12/27/05 CareNow FAC97 12/27/05 I VT.2.4 Termination by ither Partv. Either party termination, as will sections 11.9, V.2, V.3, VI.3, may terminate this Agreement without cause upon VITT, and IX. The provisions of this Article VII one hundred and twenty (120) days prior written supersede any oral or written agreement to the notice. contrary now existing or hereafter entered into between Member Provider and any Qualified VI.2.5 Unforeseen Events. In the event that either Participant or any person acting on a Qualified party's ability to perform their obligations under this Participant's behalf. Agreement is substantially interrupted by war, fire, insurrection, riots, the elements, earthquake, acts of VIII. CONFIDENTIALITY God, or other similar circumstances beyond the reasonable control of such party, the party shall be All business, medical and other records relating to relieved of those obligations for the duration of the the operation of RHG or Member Provider, interruption upon notice to the other party. In the including but not limited to, books of account, event that the interruption is reasonably determined general administrative records, policies and likely to persist for at least ninety (90) days, either procedures, pricing information, terms of this party may terminate this Agreement upon thirty(30) Agreement and all information generated and/or days prior written notice. contained in management information systems owned by or pertaining to RHG or Member VI.3 Effects of Termination. Upon termination of Provider, and all systems, manuals, computer this Agreement, neither party shall have any further software and other materials, but excluding patient obligation hereunder except for (i) obligations charts,shall be and remain the sole property of RHG 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 RHG or Member Provider that is competitively expressly made to extend beyond the term of this sensitive is the property of RHG or Member Agreement. Provider and RHG or Member Provider may be damaged if such information was revealed to a third VI.4 Qualified Participant and Pa or 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 RHG to notify Qualified Participants and of this Agreement by either party for any reason Payors of such termination. whatsoever, RHG 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 VII.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. RHG 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.1 Disputes. All disputes and difference between reimbursed for any such services in accordance with the Member Provider and RHG 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: E VII.2 Survival. The provisions of this Article VIT IX.1.1 Mediation through RHG. The Member shall survive the termination of this Agreement Provider shall notify RHG in writing of the dispute regardless of the cause - giving rise to such or disagreement and shall provide all necessary Page 8 of 13 Revised 12/27105 CareNow FAC97 12/27/05 information to RHG. RHG shall use best efforts to of 1974, and Sections 1 and 3 of Executive Order mediate the dispute within the rules and regulations 11625, or any applicable rule or regulation put forth by the State as reference in RHG's promulgated pursuant to any such laws or orders. Provider Handbook. IX.6 Governing Law. This Agreement shall be IX.1.2 Arbitration. If the dispute cannot be solved governed by and construed in accordance with by the mediation process described above, either the applicable state law. Member Provider, RHG or Payor may elect to submit the dispute to binding arbitration under the IX.7 Amendments. This Agreement may be rules of the American Arbitration Association or any amended as agreed to by both parties in writing upon other method of arbitration mutually agreed upon by thirty (30) days written notice of such proposed the parties. Arbitration will be conducted in amendment. Houston, Texas. Each party will be responsible for their own legal fees. The cost of the arbitration IX.8 Severability. The invalidity or un- services will be the sole responsibility of the party enforceability of any term or condition hereof shall requesting the arbitration. in no way affect the validity or enforceability of any other term or provision. IX.2 Non-Exclusivity. Nothing in this Agreement _ shall be construed to restrict Member Provider or IX.9 Assignment. Member Provider may not assign RHG from entering into other contracts or or otherwise transfer any right or delegate any duty agreements to provide healthcare services to Payors of performance hereunder, in whole or in part or other healthcare delivery plans, patients, and without the prior written consent of RHG. 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 RHG 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, j 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. IX.11 Captions. The captions and headings contained in this Agreement are for reference IX.5 Regulatory Compliance. Member Provider purposes only and shall not affect in anyway the and RHG 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 Counterparts. 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 same instrument, applicable requirements under•any state or federal fair employment practices, equal employment TX.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 j Executive Order 11375, Sections 503 and 504 or the of any applicable law, and the intent of parties I Rehabilitation Act of 1973 and Title IV of the hereto. i Vietnam Era Veterans Readjustment Assistance Act 1 Page 4 of 13 Revised 12/27/05 CareNow FAC97 12/27/05 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: d CCU �6�, 0-- L-11 �, I - Organization:/ fin" 0 Cop .R lr�-L-) Address: (0 0 f 0 Q 18ry-) }-ji-1LD City/State/Zip: CC, >P I t K -7 SI)19 Telephone: CI-1 r--- Q L-1Is- -I Is--nC) Fax: r> r ) 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 Provi or Representa ive Sign�ee 50 Briar Hollow Lane,Suite 51S W L i Houston,TX 77027 Signature: Name: 1U�rfYl r .6'� l�1Lt� (mLld Marr C.Neer (Print) Sr.Vice Presi ent,Bus' ess De elopment TIN: 7�2i)-I Date- Date: dou Page 16 of 13 Revised 12/27/05 CareNow FAC97 12/27/05 i EXHIBIT A STANDARDS AND GUIDELINES UTILIZATION REVIEW AND QUALITY ASSURANCE 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/illnesses for Qualified Participants. RHG, its Clients or Payors provide utilization review and quality assurance programs for Qualified Participants. RHG shall review each Payor's Utilization Review and Quality Assurance Program in accordance with RHG's Standards and Guidelines for Payors' Utilization Review and Quality Assurance Programs as described in this Exhibit. Physician and/or Member Provider agrees to comply and be bound by such programs in accordance with Article 11 of this Agreement. 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 Payor or the Payors designee; i 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 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; s 4) All psychological testing and psychotherapy,repeat interviews,and biofeedback unless the 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 programs; 10) Rehabilitation programs to include (a) outpatient medical rehabilitation and (b) chronic pain management / interdisciplinary pain rehabilitation; 11) Outpatient physical/occupational therapy or osteopathic manipulation treatment after six (6) visits or beyond two weeks from initial treatment; 12)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; 13)Nursing home,convalescent,residential,and all home health care services and treatments; 14) Chemical dependency or weight loss programs;and 15) 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. Page 1 I of 13 Revised 13/27/05 CareNow FAC97 12/27/05 'l EXHIBIT B Reimbursement Schedule I.Rockport United Network- Occupational Injury and Illness Provider fees for the programs listed above shall be reimbursed at the following: All fees will be reimbursed at 97% (ninety seven percent) of the state's mandated 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 this Agreement,state rules and regulations and/or the applicable Occupational Injury or Illness Benefit Plan. I/V4'e accept the fees as outlined in this Exhibit A. For and on behalf of: For and on behalf of: (Name,,address,etc.) ROCKPORT HEALTHCARE GROUP,INC. .. (,,r'i.1"P Vow 50 Briar Hollow Lane,Suite 515W , 17. „y - Houston,Texas 770_27 - t Signature' "' " Mark C.Neer Printed Name Sr.Vice President,Bu ' ess De lop/ment Title (f i�C-� P r Date �� L� TIN �J� �1,�i� }C Date II f Page 13 of 13 Revised 12/27/05 CareNow FAC97 12/27/05 i 1 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 i For and on behalf of: For and on behalf of: Rockport Healthcare Group,Inc. Member Provider or Representative/Designee 50 Briar Hollow Lane,Suite 515 - t Houston,TX 77027 Signature "�� ,Q 1 Q It �l 1 •---- Name: 1 I tV i iq CL Mark C.N r (print) Sr.Vice President, usinneess evvelopment 1 Date: �! ('� Date: L 1' O • 4 4 t t + Page 13 of 13 Revised 12/27/05 CareNow FAC97 12/27/05