HomeMy WebLinkAboutRES 95-024 RESOLUTION NO.
BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF BEAUMONT:
THAT the City Manager be and he is hereby authorized to enter into a one (1) year
contract with Baptist Physician Hospital Organization (Orange facility) for health care
services rendered to employees/retirees/COBRA participants and/or their dependents an
effective date of February 1, 1995. The agreement is substantially in the form attached
hereto as Exhibit "A".
PASSED BY THE CITY COUNCIL of the City of Beaumont this the v day
of , 1995.
X P
- Mayor Pro Tem
JAN-0671995 08:54 FROM BAPT NOSP SYS ADMIN TO 98803108 P.02
HEALTH CARE SERVICES AGREEMENT
By and Between
ORANGE PHYSICIAN HOSPITAL ORGANIZATION
and
CITY OF BEAUMONT
THIS HEALTH CARE SERVICES AGREEMENT,made and entered into on the first day of
February, 1995,is by and between ORANGE PHYSICIAN HOSPITAL ORGANIZATION("PHO"),
a Texas nonprofit corporation, and CITY OF BEAUMONT ("Health Servim Purchaser" or
"Purchaser"),a Texas Municipal Govmmment.
RECITALS
WHEREAS, Health Service Purchaser desires to make appropriate health care services
available at a reasonable cost to the eligible Plan Participants in the Health Carne Benefit Plan that has
contracted with or is offered by Health Service Purchaser;and
WB EREAS,PHO is a physician hospital organization, orgered for the purpose of offering
an alternative health and delivery system for the provision of health care services to Plan Participants of
Purchaser in a cost-effective nia uw consistent with good medical practice;and
WHEREAS,PHO is authorized by its participating providers to enter into this Agreement on
their behalf and has seamed agreemetus with the hose W(s)and physicians listed in Attachment A. as
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EXHIBIT "A"
_ p
well as with other providers, to participate in various Plans and to provide appropriate health care
services on a cost-effective basis;and
WHEREAS, Health Service Purchaser desires to contract with PHO to arrange for the
provision of health care services by Participating Providers to Plan Participants pursuant to the temps
and conditions of this Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants
herein contained, the receipt and adequacy of which are acknowledged, PHO and Health Care
Purchaser hereby agree as follows:
L Incorporation of Recitals.
The foregoing recitals are hereby incorporated by this reference as material terms of this
Agreement.
II. Definitions.
For the purpose of this Agreement, certain terms are defined as follows:
2.1 Agreement. The term "Agreement" means this Health Care Services Agreement by
and between PHO and Purchaser.
2.2 Copayment or Deductible. The term "Copayment or Deductible" means those
charges for professional services that shall be collected directly by Participating Provider from Plan
Participant as payment, in addition to any compensation that Participating Provider may otherwise be
entitled to receive, all in accordance with Plan Participant's Health Care Benefit Plan.
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2.3 Covered Services. The term "Covered Services" means the medically necessary
professional services, hospital services, and other health care services to which a Plan Participant is
entitled through his or her arrangement with a Health Care Benefit Plan.
2.4 Health Care Benefit Plan or Plan. The term "Health Care Benefit Plan" or "Plan"
means the agreements or other plan documents that describe the Covered Services to be available to
Plan Participants through Purchaser. The Plan description or summary, if available, shall be referenced
in Attachment H to this Agreement and incorporated herein by this reference.
2.5 Health Service Purchaser or Purchaser. The term "Health Service Purchaser" or
"Purchaser" means a purchaser of health services such as an employer, union, employee benefit fund,
preferred provider organization("PPO"), or other organization, group, association, or corporation that
enters into a Health Care Services Agreement with the PHO for the provision of Covered Services or
other health care services.
2.6 Identification System. The term "Identification System" means the method used,
pursuant to this Agreement, to assure that PHO Participating Providers may identify Plan Participants
and may obtain eligibility verification regarding plan participation in order to receive the services from
Participating Providers under this Agreement.
2.7 Medically Necessary. The term "Medically Necessary" means medical or surgical
treatment that a Plan Participant requires as determined by a Participating Provider, in accordance with
accepted medical and surgical practices and standards prevailing at the time of treatment and in
conformity with the professional and technical standards adopted by the utilization review committee
of the Purchaser or PHO.
2.8 Non-Covered Services. The term "Non-Covered Services" means those health care
services that are not benefits under the Plan.
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2.9 Participating Allied Health Practitioners. The term "Participating Allied Health
Practitioner" means an individual licensed to practice a health care profession in the state of Texas,
including without limitation podiatrists, clinical psychologists, certified registered nurse anesthetists,
physical therapists, etc., who have contracts with PHO to provide Covered Services to Plan
Participants.
2.10 Participating Hospital. The term "Participating Hospital" means The Baptist
Hospital, Orange and/or any other licensed hospital facility that has contracted with PHO to render
Covered Services to Plan Participants.
2.11 Participating Physician. The term "Participating Physician" means an individual
licensed to practice medicine or osteopathy in the state of Texas who has contracted with PHO to
provide Covered Services to Plan Participants.
2.12 Participating Provider(s). The term "Participating Provider(s)" means, collectively,
the participating hospital(s), physicians, podiatrists, oral surgeons, and allied health practitioners as
defined in this Section.
2.13 Plan Participant. The term "Plan Participant" means an employee, a dependent of an
employee or any other person who is eligible to receive Covered Services under this Agreement as a
result of meeting eligibility requirements established under the Health Care Benefit Plan of or
administered by the Health Service Purchaser.
2.14 Purchaser-Contracted Plan. The term "Purchaser-Contracted Plan" means a health
care benefits plan that is one of the plans on behalf of which a Purchaser contracts with PHO pursuant
to this Agreement.
2.15 Third Party Administrator or TPA. The term"Third Party Administrator" or"TPA'
means any entity or organization, including an insurer, that is responsible through a contract with
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Payor, PPO, or Purchaser-Contracted Plan for the administration or payment of claims, under the
Health Care Benefit Plan that Purchaser offers. In the event a TPA is involved in the administration of
a Plan to which this Agreement applies, the Third Party Administrator or TPA shall be identified in
writing by Purchaser in accordance with Section 4.6 hereof.
IIL Duties of PHO.
3.1 Nature of PHO's Organization. PHO facilitates the provision of professional health
care and hospital services through this Agreement. Under the terms of this Agreement, PHO is not an
insurer, an indemnifier of health care benefits, an administrator of a health plan, a claims administrator,
a utilization review agent, or a provider of health care services.
3.2 Provider Listing. PHO shall, upon request, provide Purchaser with a listing, and
thereafter a periodic update, of all Participating Providers that will include each Participating Provider's
name, specialty, address, and telephone number.
3.3 Hospital Services. Participating Hospital(s) will make available their usual and
customary inpatient, outpatient, and emergency services set forth in Attachment B,which attachment is
incorporated by reference herein. PHO expressly reserves the right to increase the level and types of
hospital and other services made available hereunder.as such services may be added by a Participating
Hospital. PHO may decrease the level and types of hospital and other services made available as
described in Attachment B upon thirty (3 0) days written notice to Purchaser. Unless otherwise set
forth in this Agreement or an attachment hereto, Plan Participants requiring admission to a
Participating Hospital shall be considered for admission in accordance with the policies and procedures
of the Participating Hospital.
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3.4 Participating Physicians and Participating Allied Health Practitioner Services.
PHO shall assure that Participating Physicians and Participating Allied Health Practitioners, in
accordance with their participating provider agreements with PHO, make available those usual and
customary physician or other professional health care services described in Attachment C, as it may be
amended in writing from time to time.
3.5 Availability of Services. PHO shall cause each Participating Provider to offer its
services to all Plan Participants who request their services and not to discriminate against any Plan
Participants because of race, physical handicap, color, religion, sex, national origin, or participation
under this Agreement. Further, in no event shall this Agreement be construed to guarantee or assure
the availability to Plan Participants of a particular service or Participating Provider or of a certain
number of beds at Participating Hospital.
3.6 Utilization Review Procedures. PHO shall cause Participating Providers to comply
with the utilization review and management plan or programs("UR Plan")for Purchaser or Purchaser-
Contracted Plans, if requested, according to the written procedures or programs administered by the
respective Purchaser or Purchaser-Contracted Plan, or its appropriately licensed and designated
utilization review agent, which UR Plan shall remain the exclusive and ultimate responsibility of
Purchaser. If Purchaser has such a UR Plan, its standard utilization management procedures shall be as
set forth in Attachment D,incorporated by reference herein.
3.7 Peer Review and Credentialling. PHO will perform credentialling based on
Purchaser-determined qualifications and criteria for Participating Physicians and Participating Allied
Health Practitioners. At the reasonable request of Purchaser and with appropriate authorization from
Participating Providers,PHO shall allow Purchaser access to credentialling information on Participating
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Providers subject to appropriate confidentiality protections. Any such additional criteria required by
Purchaser shall be incorporated into this Agreement through Attachment E.
IV. Duties of Purchaser or Health Services Purchaser.
4.1 Eligibility.Verification.and Identification System.
4.1-1 Eligibility Requirements and Verification Generally. Purchaser or
Purchaser-Contracted Plans shall define and determine all eligibility requirements for Plan Participants
for receipt of services from Participating Providers. Purchaser shall require each Purchaser-Contracted
Plan to establish procedures to verify the eligibility of Plan Participants seeking services from
Participating Providers. To the extent applicable, the eligibility procedures shall be set out or
referenced in Attachment F, which is incorporated herein by this reference. Purchaser shall provide
PHO with written notice of any changes in such eligibility verification requirements as soon as
reasonably possible. However, PHO and its Participating Providers shall be entitled to rely on the
eligibility verification requirements existing and in their possession at all times.
4.1-2 Identification System. Purchaser agrees to establish or require each
Purchaser or Purchaser-Contracted Plan to establish an Identification System for the purpose of
verifying the eligibility of persons seeking services from Participating Providers. Purchaser further
agrees to issue, at Purchaser's expense, identification cards or other material to Plan Participants to
identify Plan Participants eligible to participate in the health care delivery system arranged by PHO.
4.1-3 Eligibility of Individuals. Each Purchaser or Purchaser-Contracted Plan's
determination as to whether an individual is eligible to receive Covered Services shall be final and the
Participating Providers shall be entitled to rely conclusively on such determination and on the
Identification System established pursuant to Section 4.1-2 hereof. Purchaser or Purchaser-Contracted
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Plans shall be responsible for payment for Covered Services, in accordance with this Agreement, that
are provided in reasonable reliance on such Identification System and on the eligibility verification
procedures that, from time to time, become part of the Agreement pursuant to Section 4.1-2 and
Attachment F.
4.2 Provider Directories. Purchaser agrees to make available to all Purchaser and
Purchaser-Contracted Plans any PHO Participating Provider directories and updates and other PHO
literature that is furnished to Purchaser by PHO.
43 Medical Records. In order to assure the efficient and effective delivery of health care
services to Plan Participants, Purchaser agrees that any claim forms or other documents maintained by
Purchaser shall provide for authorization from each Plan Participant permitting Purchaser or, if
applicable, Purchaser's TPA or LJR representative access to medical records in order to allow the
release of information in connection with the utilization review and quality assurance programs under
this Agreement. No Participating Provider shall be required to release information from, or permit
inspection or copying of, a Plan Participant's medical record unless first presented with a properly
executed authorization, or certified copy thereof; consenting to the release of such information and
records. The parties acknowledge and agree that the confidentiality of Plan Participant's patient and
medical records shall be maintained in accordance with applicable federal and state law.
4.4 Purchaser or Purchaser-Contracted Plans' Health Care Benefit Plans. The
contents, description, and nature of the benefits provided by the Purchaser or Purchaser-Contracted
Plan in its health care benefit plan, and dissemination to Plan Participants of all information, including
without limitation information regarding the benefit or other Plan,whether or not required by law, shall
be the sole responsibility of the Purchaser or Purchaser-Contracted Plan and shall be in accordance
with federal, state, and local law.
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4.5 Identification of Purchaser's or Purchaser-Contracted Plan's Third Party
Administrator. In the event the Purchaser, Payor, or Purchaser-Contracted Plan uses a Third Parry
Administrator, the name and address of the TPA shall be set out in Attachment G. In the event of any
change in TPA of a Purchaser, Payor, or Purchaser-Contracted Plan, if any, the Purchaser, Payor, or
Purchaser-Contracted Plan shall provide written notice to PHO of the name and address of the new
TPA at least thirty(30)days prior to the change or immediately if the change in TPA occurs within less
than thirty(30)days time.
4.6 Reports. Purchaser, Payor, Purchaser-Contracted Plan, or TPA, as appropriate and
applicable,will provide quarterly activity reports to PHO.
V. Payments and Charges.
5.1 Charges. Participating Provider charges, rates, and discounts applicable to Plan
Participants for services rendered by Participating Hospitals, Participating Physicians, and Participating
Allied Health Practitioners in accordance with this Agreement will be based on the methodologies set
forth in Attachment H, which is incorporated herein. At the end of the first year of the initial term of
this Agreement,Participating Provider's reimbursement shall be reviewed pursuant to the procedure set
forth in Section 7.3 hereof.
5.2 Billing and Payment Procedures. Participating Providers will provide PPO, Payor,
or, if applicable, any designated Third Party Administrator with billing invoices in a standard billing
format acceptable to PHO and Purchaser, itemizing or summarizing the Covered Services rendered to
Patients and the charges therefore. Participating Providers shall be entitled to and shall bill and collect
from Patients all applicable Copayment and Deductible amounts and for non-covered services.
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5.2-1 Submission of Billings.
A. Outpatient Services. With respect to services provided on an
outpatient basis(physician's or allied health practitioner's office, hospital outpatient, or other outpatient
services), Participating Hospital, Participating Physicians, or Allied Health Practitioners shall submit
invoices to Purchaser,Payor, or, if applicable, to Purchaser's or Payor's TPA,within thirty(30)days of
the calendar day on which services are performed.
B. Inpatient Services. With respect to hospital and other facility
inpatient services, Participating Hospital shall submit invoices to Purchaser, Payor, or, if applicable,
Purchaser's or Payor's TPA, for processing within thirty(30) days of the day of the Patient's discharge.
Participating Physicians and Participating Allied Health Practitioners shall also submit invoices to the
Purchaser, Payor, or, if applicable, to the Purchaser's or Payor's TPA, within thirty (30) days of the
calendar day on which Participating Physician or Participating Allied Health Practitioners provides the
services. In the event of a prolonged hospitalization or designation as a facility inpatient (i.e., one
which requires inpatient services for more than thirty (30) consecutive days), Participating Hospital
may submit invoices as of the thirty-first (31st) day of hospitalization and every thirty(30) days
thereafter until Plan Participant's discharge.
5.2-2 Payment.
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A. Timin . Purchaser or Payor is required to render payment or, if
applicable, to cause its TPA to pay the amount of an uncontested claim it is obligated to pay within
thirty(30) days of receipt of any complete Participating Hospital's, Participating Physician's, or Allied
Health Practitioner's claim. In the event a Participating Provider's claim is incomplete,PPO, Payor, or,
if applicable, its TPA, shall advise the Participating Provider within fifteen (15) days of the additional
information needed. PPO or Payor shall use its best effort to render payment or,if applicable, cause its
TPA to pay the undisputed portion of the invoice within thirty (30) days of its initial receipt and shall
pay the full amount of PPO or Payor's obligation within fifteen (15) days of receipt of the additional
information requested. If the Plan fails to resolve disputed claims within one hundred twenty (120)
days, absent good cause for delay, Providers shall be entitled to hold the participating member or
enrollee financially responsible for services rendered pursuant to this Agreement and shall be entitled to
reimbursement at full charges.
B. No Retroactive Denials. Purchaser agrees and shall require each
Purchaser-Contracted Plan to agree that there shall be no retroactive denial of claims on the basis of
medical necessity for services that have been approved under Purchaser's or Purchaser-Contracted
Plan's utilization review program as contemplated by this Agreement and the Attachments hereto.
5.2-3 Audit Upon reasonable notice and at reasonable times, PHO and Payor shall
have the right to audit or otherwise review Purchaser's or, if applicable, Purchaser's TPA's or
Contracted Plan's payment of claims submitted pursuant to this Agreement.
VL Relationship of Parties.
6.1 Independent Contractors. The relationship of the parties under this Agreement is
solely that of independent contractors. Nothing in this Agreement shall constitute, be construed to be
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or create a partnership,joint venture, or employment relationship between the parties hereto or any of
their contractors.
61 Relationship of PHO with Participating Hospitals and Participating Providers.
PHO acts as a nonbinding agent on behalf of Participating Hospital(s) and Participating Providers
solely with respect to describing the services to be provided under this Agreement.
6.3 Participating Hospitals, Participating Physician, or Allied Health Practitioner-
Patient Relationship. Nothing contained herein shall be construed to create a liability on the part of
any Participating Hospital, Participating Physician, or Allied Health Practitioner arising as the result of
services rendered by other Participating Providers. Nothing herein shall be construed to prevent
Participating Providers from seeking recourse against and payment from Plan Participants in the event
that PPO or Payor,if applicable, its Third Party Administrator and/or Purchaser-Contracted Plan fail to
make payments to Participating Providers for services rendered to Plan Participants under this
Agreement.
6.4 Insurance. Each party will maintain at all times appropriate professional and/or
comprehensive general liability insurance coveting that party, its employees, and agents, and also shall
cause its respective subcontractors, if any,to maintain such insurance, against liability arising directly or
indirectly in connection with the respective insured party's performance under this Agreement or
related to either party's obligations of this Agreement, and shall provide the other party upon request
with evidence of its compliance with this requirement.
6.5 No Indemnification. Each party will be responsible for its own acts or omissions that
result in injury or damage to persons or property that arise as a consequence of the party's performance
of this Agreement.
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VIL' Term and Termination of Agreement.
7.1 Term. This Agreement shall remain in force and effect for an initial term of one (1)
year commencing on the effective date first given above.
7.2 Automatic Renewal. At the end of the initial term, this Agreement shall automatically
renew for one(1)year periods thereafter unless terminated as provided in this Article VII.
7.3 Annual Reimbursement Review. Beginning with the ninetieth(90th)day prior to the
end of the initial or any renewal term of this Agreement, the fee schedule in Attachment F shall be
subject to review for the purposes of increasing such reimbursement in accordance with any applicable
industry updates that are acceptable to PHO. A description of this reimbursement increase mechanism
shall be incorporated by amendment as hereinafter provided, such amendment to become effective on
the date stipulated therein. In the event the parties do not agree to modification of this Agreement, this
Agreement shall continue in effect without modification unless and until terminated in accordance with
the provisions of this Article VII.
7.4 Ontional Termination. In the event either party shall, with or without cause, at any
time give to the other party at least sixty (60) days advance written notice, this Agreement shall
terminate on the future date specified in such notice. In addition, upon sixty(60) days advance written
notice,PHO may terminate this Agreement with respect to any particular PPO or Payor or Purchaser-
Contracted Plan as a result of that PPO or Payor or Purchaser-Contracted Plan's changes in its
utilization review program or for other good cause materially affecting either PRO's obligations under
this Agreement or the reimbursement of Covered Services provided hereunder.
7.5 Termination for Specific Breach. This Agreement may be terminated by either party
for the failure, by omission or commission in any substantial manner, of the other party to keep,
observe, or perform any covenant, agreement, term, or provision of this Agreement to be kept,
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observed, or performed by either party and such default shall have continued for a period of thirty(30)
days after receipt of written notice thereof from the nondefaulting party to the defaulting party.
7.6 Termination Because of Legislative or Administrative Changes. In the event that
there shall be a change in the federal or state statutes, regulations, or general instructions, or in the
application thereot the adoption of new legislation, or a change in any other third party payor
reimbursement system, any of which materially affects the reimbursement that Participating Hospitals
and/or Participating Providers may receive for their respective services furnished to Patients, either
party may by notice propose a new basis for compensation for the Participating Hospital's and/or
Participating Providers' services furnished pursuant to this Agreement. If such notice of new basis is
given and if the parties are unable to agree upon a new basis for compensation within thirty (30) days
thereafter, either party may terminate this Agreement by thirty (30) days notice to the other on any
future date specified in such notice.
7.7 Effect of Termination. Upon termination of this Agreement, neither party shall have
any further obligation hereunder, except that termination of this Agreement shall not affect the rights
and obligations of the parties hereto (i) arising out of transactions occurring prior to termination,
including without limitation (a) Purchaser's or Health Services Purchaser's obligation pursuant to this
Agreement to cause its Third Party Administrator or Payor or Purchaser-Contracted Plan to render
payment to Participating Providers' obligations for continuity of care, including medically appropriate
transfer of care or other medically appropriate transition of care, and (ii) obligations, promises, and
covenants expressly made to extend beyond the term of this Agreement.
VIII. Miscellaneous.
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8.1 Nonexclusive Agreement. The parties hereto agree that PHO shall not be precluded
from entering into agreements to provide the types of services set forth herein to any other entities,
persons, or organizations. Further,the parties hereto agree that Purchaser shall not be precluded from
entering into agreements to obtain the same or similar services set forth herein from any other entities,
persons, or organizations.
8.2 Additional Assurances. The provisions of this Agreement shall be self-operative and
shall not require further agreement by the parties, except as may be specifically provided herein to the
contrary, provided, however, at the request of either party, the party requested shall execute such
additional instruments and take such additional acts as may be reasonably requested in order to
effectuate this Agreement.
8.3 Consents. Approvals. and Discretion. Except as herein expressly provided to the
contrary, whenever this Agreement requires any consent or approval to be given by either party or
either party must or may exercise discretion, the parties agree that such consent or approval shall not
be unreasonably withheld or delayed, and such discretion shall be reasonably exercised.
8.4 Alternative Dispute Resolution. Should any dispute arise regarding the performance
of or interpretation of this Agreement or any of its terms, the parties shall first submit the dispute to
voluntary mediation pursuant to the dispute resolution rules of the Texas Remedies Code. Any issues
that remain in dispute following the conclusion of the mediation process shall be submitted to binding
arbitration under the Texas Arbitration Rules and using the National Health Lawyers Association
Alternative Dispute Resolution Services.
8.5 Legal Fees and Costs. Except as otherwise provided in this Agreement, in the event
either party elects to incur legal expenses to enforce or interpret any provision of this Agreement, the
prevailing party will be entitled to recover such legal expenses, including without limitation attorneys
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fees, including any fees incurred on appeal, costs and necessary disbursements, in addition to any other
relief to which such party shall be entitled.
8.6 Governing Law. This Agreement has been executed and delivered, and shall be
interpreted, construed, and enforced pursuant to and in accordance with the laws of the State of Texas.
The county in which the PHO operates and the PHO Hospital is located shall be the sole and exclusive
venue for any litigation, special proceeding, or other proceeding between the parties that may be
brought or arise out of or in connection with or by reason of this Agreement.
8.7 Parties to Agreement. This Agreement is entered into by and between the parties
hereto and for their benefit. Unless explicitly provided in this Agreement, there is no intent by either
party to create or establish third party beneficiary status or rights in any Patient, or other third party to
this Agreement, and no such third party shall have any right to enforce any right or enjoy any benefit
created or established under this Agreement. This Agreement shall inure to the benefit of and be
binding upon only the parties hereto and not to their respective legal representatives, successors and
assigns, without prior written consent of the other party.
8.8 Assignment. No assignment of this Agreement or the rights and obligations hereunder
shall be valid without the specific written consent of both parties hereto, which consent shall not be
unreasonably withheld.
8.9 Waiver of Breach. The waiver by either party of any breach or violation of any
provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent
breach of the same or other provision hereof.
8.10 Force Maieure. Neither party shall be liable nor deemed to be in default for any delay
or failure to perform under this Agreement deemed to result, directly or indirectly, from any cause
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beyond the reasonable control of either party, including without limitation acts of God, civil or military
authority, sets of public enemy,fires,floods, strikes, or regulatory delay or restraint.
8.11 Time Is of the Essence. Time is of the essence in this Agreement. Parties shall
perform their obligations within the time specified.
8.12 Notice. Any notice, demand, or communication required, permitted, or desired to be
given hereunder shall be deemed effectively given when personally delivered.or mailed by prepaid
certified mail,return receipt requested, addressed as follows:
Purchaser or Health Services Purchaser:
City of Beaumont
P.O.Box 3827
Beaumont, Texas 77704
Attn:Ray Riley
PHO: Orange Physician Hospital Organization
608 Strickland
Orange, Texas 77630
Attn: Sammy Davis
or to such other address, and to the attention of such other person or officer as either party may
designate, in writing.
8.13 Severabilitv. In the event any provision of this Agreement is held to be invalid, illegal,
or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in
no event affect, prejudice, or disturb the validity of the remainder of this Agreement, which shall be in
full force and effect and enforceable in accordance with its terms.
8.14 Gender and Number. Whenever the context of this Agreement requires, the gender
of all words herein shall include the masculine, feminine, and neuter, and the number of all words herein
shall include the singular and plural.
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8.15 Divisions and Headings. The division of this Agreement into sections and subsections
and the use of captions and headings in connection therewith are solely for convenience and shall have
no legal effect whatsoever in construing the provisions of this Agreement.
8.16 Entire Agreement. This Agreement and the attachments incorporated herein
supersede all previous contracts and constitute the entire agreement between or among the parties. No
party shall be entitled to other benefits than those specified herein. As between or among the parties,
no oral statements or prior written material not specifically incorporated herein shall be of any force
and effect. The parties specifically acknowledge that in entering into and executing this Agreement,the
parties rely solely upon the representations and agreements contained in this Agreement and no others.
All prior representations or agreements, whether written or verbal, not expressly incorporated herein,
are superseded, and no changes in or additions to this Agreement shall be recognized unless and until
made in writing and signed by all parties hereto.
8.17 Execution of Agreement and Amendments. This Agreement and the amendments
thereto, if any, shall be in writing and executed in two or more counterparts by officials of each party
specifically authorized to execute such instruments. Each multiple copy shall be deemed an original,
but all multiple copies together shall constitute one and the same instrument.
8.18 Attachments. The attachments hereto are intended to supplement the terms of this
Agreement and, to the extent that the attachments are inconsistent with the specific terms of this
Agreement, the attachment that is initialed and dated by both parties will control.
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ATTACHMENT-A
PARTICIPATING HOSPITALS
Baptist Hospital, Orange
608 Strickland
Orange, Texas 77630
Attn: Administrator
ATTACHMENTS
Attachment A: Participating Hospitals and Their Physicians
Attachment B: Participating Hospital Services
Attachment C: Participating Physician and Allied Health Practitioner Service
Attachment D: Utilization Review Plan and Procedures
Attachment E: Purchase's Credentialhg and Peer Review Criteria
Attachment F: Purchaser's Eligibility Requirements and Verification Procedures
Attachment G: Designation of Third Party Administrators
Attachment H: Description of Purchaser's Plan, Schedule of Benefits, and Incentives
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FROM :HGPT HOSP. ORANGE 40S-ee3-1223 1994, 27 02:34 ##254 P.02/04
o i
' ATTACHMENT fA
ORANGE PHYSICIAN HOSPITAL ORGANIZATION
MEMBERS
November 28, 19914
Physician-a Address Phone Speo.ialt-v
M.Y.I. Beck, M.D. 983-166 Neurosuigary
3535 Gates Blvd. , Suite 118
Port Arthur, TX 77642
Miguel. Castellanos, M.D. 722-0.898 cardiol
3212 Concord, Suite E
Orange, TX 77630
James Cloud, M.D. 882-0532 Orthopedics
1309 W. Park
Orange, TX 77630
David Cox, M.D. .833-3201 Family Eractice
1307 W. Park i
Orange, TX 77630 E
Charles Day, M.D. 886-0157 Radiology
1502 Strickland Drive
Orange, TX 77630
Samir Ebead, M.D. 882-01521 Orthopedics
3009 MacArthur Drive
Orange, TX 77630
Rolando Estrada, M.D. 883-1242 Patholog
608 Strickland Drive
Orange, TX 77630
Manuel Hababag, M.D. 883-605J Family Pr-active
609 Strickland Drive
Orange, TX 77630
Phillip Harwell, M.D. 882-005 OE/Gyn
3212 Concord E
Orange, TX 77630
William High, M.D. 88fi-1557 Neurology
2910 Fannin St. Suite B
Beaumont, TX 77706
George Hoffman, M.D. 882-0091 Arola
3212 Concord
Orange, TX 77630
Michael Hsu, M.D. 886-1489 Gen. S gory
3212 Concord, Suite A
Grange, TX 77630
FROM :EAPT HOSP. ORGNGE 4OS-883-1223 195 .2-27 02:35 #2S4 P.03/04
i
James Jones, M.D. 886-447 Family Practice
2607 Western
Orange, TX 77630
Stephen Kessler, M.D. 836-017 Radiola
1502 Strickland Drive
Orange, TX 77630
Barry Kessler, M.D. 832-8862 Cardiol gy
2693 North Street
Beaumont, TX 77702
Laura Langley, M.D. 883-5920 OB/Gyn
607 Strickland Drive
Orange, TX 77630
Nolan LeBlanc, M.D. 886-424 Pediatrics
505 Lansing
Orange, TX 77630
Wayne Margolis, M.D. 722-089
2535 Calder Cordial gar
Beaumont, TX 77702
Steven Mazzola, M.D. 886-065
1212 B. Park Ave. Interne
Orange, TX 77630 Medicine
j
Louis McIntire, M.D.
886-7906 Family
1502 Strickland Drive i Practi e
Orange, TX 77630 i
Leonides Medrano, M.D. 883-6052 Pediatrics
609 Strickland Drive
Orange, TX 77630
Stephen Nesbit, D.O. 883,-2334,1 Family
2521 Western Ave.
Orange, TX 77630 Practice
}I
George Olive, M.D. 686-0214` Family
1502 Strickland Drive
orange, TX 77630 Practice
Nick Pomonis, M.D. $82--D995 Family 3306 Ridgemont i
Orange, TX 77630 f Practi e
Ronald 6th Rowes,
S treet M.D.
1304 16th S 882-0486 Ophthalm logy
Orange, TX 77630
'FROM :,EAPT HOSP. ORANGE 409-He3-1223 1994 27 02:3S #3254 P.04/04
•
I
Martin Rutledge 4
1307 W. Park 9r , M.D. 883-3201
a Family
Orange,, TX 77630 Practice
Rudclfo Sotol'ongo, M.D.
2535 Calder 722`08918 Gax'di#�1
Beaumont, TX 77702
Michael Smith, M.D.
2535 Calder 722-089
Beaumont, TX 77702 Cardio�.ogy
Oaorge Stovall., M.D. 4
1502 StriCkland Drive 883-1231 Gastro-
orange, TX 77630 I entero cgy
Homer Stuntz, M.D.
1214 16th Street 883-479 I Family,
Orange TX 77630 Practice
AshWin Trivedi ,
531 N. .6th StreetD. 883-33221
bran a Internal
5 TX 77630 MQdicir e
r
Howard Williams �
1303 W. park . M.D. 886-1313
a Family
Orange,, TX 77630 Practic
MQhamad Zeineddin, M.D.
2535 Calder 722-0898 Cardiola
$eaumont, TX 77702
t
i
t p
ATTACHMENT - B&C
EDUCATIONAL PROGRAMS AND PREVENTATIVE CARE
OFFERED AT THE BAPTIST HOSPITAL OF SOUTHEAST TEXAS
AND BAPTIST HOSPITAL, ORANGE
Baptist offers an endless array of educational components geared to the'prevention of illness
and wellness of your employees.
Our Speakers Bureau and Educational Coordinators can assist in scheduling events and
activities that can be tailored to your specific needs.
Following is a partial listing of some of the many programs that might be of interest to your
employees:
CANCER
General Cancer Awareness and Education
Skin Cancer Prevention
Breast Cancer Prevention and Detection
Lung Cancer
Testicular Cancer
"Make Today Count" - Support Group
CPR
CARDIAC REHABILITATION
CENTER FOR LIFE MANAGEMENT
Managing Stress
Depression
Alcoholism
Substance Abuse
Post Traumatic Stress Disorder
Alzheimer's Disease
Meditation
Grief and Loss
ADDIADHD
Bipolar Disorder
Human Sexuality
Survivors of Abuse
Parenting Skills
Play/Art Therapy
DIABETES MANAGEMENT
l
DIETARY
GENERAL DIETARY NUTRITIONAL TIPS
Dietary Tips for Children
Healthy Cooking Demonstration - low fat/low cholesterol
Effective Label Reading in the Supermarket
OCCUPATIONAL MEDICINE
Ergonomics in the Workplace
Back Safety
Smoking Cessation
PEDIATRICS
Asthma Education
Safety
Childhood Immunizations
Eye Testing
Effective Hygiene - tooth brushing, hand washing, etc.
PHARMACY
Medications and Possible Side Effects
PHYSICAL THERAPY
Preventing Injuries Through Posture
Options for Exercise -Aerobics vs Weight Training
RESPIRATORY
Emphysema
Asthma Management
Chronic Bronchitis
SENIORS
Personal Safety
Osteoporosis
Diabetes
Hypertension
Cardiovascular Disease
Financial Planning
Medicare
VIDEOS
For self-education, Baptist maintains a video library with video presentations that cover a large
number of topics.
HEALTH FAIRS/SCREENINGS
Special health fairs and screenings can be developed on or off site to educate your employees
on the prevention, diagnosis and treatment of disease.
Again, we offer the capability to tailor the event to the needs of your employees. Some of our
frequently requested components include:
Vision Testing
Proper Lifting Techniques
Lipid Profile/Cholesterol/Triglyceride/Glucose Testing
Colorectal or Oral Cancer Screening
Body Composition Analysis
Blood Pressure Checks
Dietary Displays
Pulmonary Function Analysis
"Ask the Pharmacist"
First Aid far Children
"Slip Slop Slap"- with Sid Seagull
HERS...Health Issues Affecting Women
SS PlusHealth Issues Affecting Seniors
BAPTIST HOSPITAL, ORANGE
FACILITY & SERVICES
Serving the healthcare needs of Southeast Texas since 1957, Baptist Hospital, Orange has kept
pace with the demand for comprehensive, up-to-date services and modern expertise and
technology in a swiftly changing environment.
Completed in April, 1994, the beautiful four-story patient medical tower is the result of
careful study and planning to create the most functional yet attractive use of space. The
canopied entrance leads into a three-story atrium lobby providing easy access to all areas of the
hospital. Throughout the facility pastel colors, serene artwork, subdued lighting, comfortable
seating and friendly signage make both patients and visitors feel welcome and at home.
Thoughtful design and arrangement of nurses' stations and other work areas create a pleasant
and efficient work environment.
The new one-day outpatient surgery unit located directly off the atrium lobby offers six
comfortable, private rooms for individuals whose procedures do not require an overnight stay.
Patients are admitted to their own room for any preoperative work, and following their
surgery, return to that room for observation before going home the same day.
BHO's experience surgical team is skilled in general, orthopedic, endoscopic, laparoscopic,
urologic, obstetric, and ear, nose and throat surgery. Surgical procedures are performed in the
state-of-the-art surgical suite of five large operating rooms. A special room is equipped for
fluoroscopic cystoscopy procedures. A pre-operative holding area and post
anesthesia/recovery area of eight beds complete the new surgical suite.
In Southeast Texas' and Western Louisiana's most technological advanced Obstetrics Unit,
cheerfully decorated newborn nurseries or both term babies and those needing special care are
equipped with the latest in warmers and incubators. Sold hardwood floors, custom draperies
and watercolor prints in the five spacious obstetrical suites combine with state-of-the-art
birthing beds and support equipment to create a restful, homelike atmosphere yet with the
technology needed for monitored labor, safe delivery and comfortable postpartum care. The
comfort of our obstetrical patients extends even to the Jacuzzi tubs found in the room, private
bathrooms. In the event of an emergency or when special situations warrant, a Cesarean
Section Suite adjacent to the birthing suites expedites safe deliveries.
Also on the first floor is the Williams Chapel, a quiet place for prayer or mediation, as well as
the Gift Shop stocked with gifts for all ages.
On the second floor of the new tower thirteen semi-private and eleven private rooms are
available for general medical patients. The second floor's Pediatrics Unit features a special
playroom designed with the younger patients in mind. You'll also find an additional family
waiting area with ample seating and a kitchen area.
Another family waiting area can be found on the third floor along with six private and eight
semi-private rooms for endoscopy and post-operative patients.
For pre-admission testing and registration, patients will find the new Outpatient Registration,
Testing, and Admission areas off the first floor lobby very convenient. Inpatient Admissions
and Discharge and the Cashier are also located close by.
A completely renovated cafeteria, open for breakfast, lunch and dinner, features a carpeted
dining room, and ceramic tile and stainless steel in the serving area, giving it a modern, sleek
appearance. Visitors can make food selections from a salad bar, soup bar, sandwich line,
grill, dessert bar and beverage area.
Sky-lighted public corridors link the new medical tower with the existing East Wing facilities
to provide the latest in Telemetry and Intensive Care. A central monitoring system at the
Telemetry Nurses' Station allows patients in the 25-bed unit freedom of movement and more
privacy. The state-of-the-art Intensive Care Unit offers 12 rooms fully-equipped with cardiac
and invasive procedure monitors.
The fine team of physicians and nurses in Baptist Hospital, Orange's Level R Emergency
Department is fully trained to assess and treat serious injuries and illnesses as well as stabilize
patients with more critical injuries for transfer to specialty trauma units in Beaumont,
Galveston and Houston. BHO's Emergency Department is open 24 hours per day, seven days
per week.
For less serious illnesses and injuries, or for industrial medicine needs, which still require
immediate attention, patients can visit Baptist Hospital, Orange's newly renovated Urgent
Care Center. Staffed by qualified physician and nurse practitioners, the Urgent Care Center
is open seven days a week form 11:00 a.m. to 11:00 p.m. for the convenience of local
business and industry, for those individuals without a regular family physician, or for those
whose physician's office is closed.
The Clinical Laboratory boasts a staff of highly trained, fully credentialed technicians, and
provides quality services for inpatient testing 24-hours per day, seven days a week.
Hematology and hemoglobin studies, chemistry profiles and other specialized testing in
microbiology, histology, immunohematology and urinalysis are performed using the very latest
instrumentation. Superior training and equipment have given BHO's Clinical Lab a reputation
as the area's finest.
The new Outpatient Laboratory, conveniently located at 3212 Concord, Suite C, in the
Concord Physician' Building, offer clinical lab testing at reduced, competitive prices and
performed by experienced technicians using state of the art equipment. Hours of operation are
7:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 12:00 p.m. on Saturday.
These hours will enable patients to have fasting samples collected early in the morning and
have testing performed on Saturdays to reduce lost work time. All necessary paperwork will
be completed quickly and efficiently at the time of specimen collection. All testing and
pathologist fees are included in one bill.
Our Pharmacy also provides 24-hour service seven days a week for the care of patients.
One of the most advanced Cardiopulmonary Departments in the Golden Triangle performs
a wide spectrum on non-invasive procedures for diagnosis of problems with the heart and
vascular system. Among these procedures are holter monitoring, transesophageal,
echocardiography, arterial blood gas studies, echo stress tests, thallium or cardiolyte scans
with Adac Spec Gamma camera, and peripheral vascular studies.
The Medical Imaging Department staff with experienced registered technicians offers a full
range of specialized imaging for diagnosis. Radiology has four diagnostic rooms, two C-arms
and tow portable units for fluoroscopy, laminography and general radiographic or x-ray
capabilities.
The mammography division has an accredited CGR-500T mammography unit with four
technologists registered by the American Registry of Radiologic Technologists.
Ultrasound's state of the art equipment, which can be upgraded as systems advance, can be
used to perform abdominal, gynecological and obstetrical exams.
The Adac Spec Gamma camera with Pegasys computer provides the highest diagnostic quality
of nuclear medicine tests. The three-dimensional capabilities allow a more comprehensive
evaluation of bone, heart and kidney.
With an average exam time of 30 minutes, the GE9800 Total Body CT Scanner has greatly
aided in the diagnosis of many disorders as well as for acute trauma cases.
Magnetic Resonance Imaging (MRI) is provided on Wednesday, Thursday and Saturday each
week utilizing a mobile GE MAX Plus .5 unit. This non-invasive technique produces highly
detailed, cross-sectional images of bones and organs useful in detecting injuries, tumors and
circulatory abnormalities.
Located in quarters on the second floor of the original building, physical therapy and
rehabilitation services are provided to both inpatients and outpatients. Trained specialist in
physical, occupational and speech therapy provide an interdisciplinary team approach to help
patients achieve functional improvement. The Rehabilitation Unit is comprised of fourteen
private patient rooms, a special dining room, and gym with mats, weights and exercise bikes.
Among the services offered by Physical Therapy are evaluations, hydrotherapy, brace fitting,
crutch training, debridement and dressing changes, electrical stimulation, gate training, TENS
unit treatment, intermittent traction and bed traction.
Our special Sniffles & Sneezes Daycare Center on the third floor of the original building
provides convenient, affordable and quality care for sick children whose parents work. Open
year-round from 6:00 a.m. until 7:15 p.m., Monday through Friday, Sniffles & Sneezes
accepts children 6 months to 12 years of age. Besides a large, attractive primary care room
with toys, books, TV and VCR, special care rooms are available for children with infectious
illnesses such as chicken pox. Care is provided by a licensed vocational nurse and a certified
nurse aide who are on duty at all times.
The Center for Life Management, on the fifth floor of the original building, offers a
comprehensive program for adults seeking a drug and alcohol-free lifestyle and encourages a
12-step approach toward personal health. The Center is under the direction of a physician
certified in addiction medicine.
At the heart of the hospital's success is its dedicated team of physicians. Represented on the
hospital's medical staff is a full spectrum of the major specialties including general and family
practice, pediatrics, obstetrics, surgery, urology, cardiology, and ear, nose and throat.
Recruitment of additional physicians is of prime importance to Baptist Hospital, Orange as it
seeks to serve the medical needs of Orange County. The recent organization of the Orange
Physician Hospital Organization gives the Golden Triangle a complete integrated mechanism to
negotiate with Employers, managed care firms to offer special incentives to benefit plans.
This Organization is the first in the area that is working towards the completion of MCQA
credentialing standards.
Baptist Hospital, Orange also offers programs that go beyond providing care for the injured
and sick. Our educational programs for both hospital staff and the community help build
a foundation of knowledge needed to continually improved current medical care and encourage
personal health and wellness.
We provide clinical training for nursing students from Lamar University, Orange and have one
of only four Medical Laboratory Technician Schools in Texas. High School Health
Occupations Students participate in onsite lectures and departmental rotations to learn more
about healthcare services and careers. CPR, first aide and child birth classes are offered
monthly to the public. Health fairs at local schools and industries provide screening services
and information to help individuals lead healthier lives.
We invite support groups to use our classroom space free of charge and sponsor Explorer Posts
for young adults interested in pursuing careers in health care.
Now under construction adjacent to the main hospital is the Baptist Professional Building.
This three-story structure will provide much needed space for physician office suites, a work-
hardening center, cardiac rehabilitation center, a pharmacy and a lab for pre-admittance
testing.
Baptist Hospital, Orange's new patient medical tower, the adjacent professional building, now
under construction, the hospital's continuing facility renovation and equipment upgrades,
provision of ongoing training and education for staff and community, and careful recruitment
of new physicians for its medical staff are all evidence of the hospital's dedication to making
available and maintaining quality healthcare services for the citizens of Southeast Texas.
9
HOSPITAL SERVICES
Cardiopulmonary (Non-invasive)
Holter Monitoring
Arterial Blood Gas
Echocardiography
Transesophageal Echocardiography
Echo Stress Test
Thallium Scan or Cardiolyte Scan with Adac Spec Gamma Camera
Ultrasound Doppler
Peripheral Vascular Studies
Center for Life Management (Treatment for Substance Abuse)
Adult Inpatient Program - 10 beds
Adult Detox Program - 4 beds
Adult Outpatient Program
Adolescent Outpatient Program
Clinical Laboratory
Hematology (Coulter MAXM)
Chemistry
Microbiology
Histology
Immunohematology
Urinalysis
MLT School
Outpatient Lab
Critical Care
Intensive Care Unit - 12 beds
Telemetry Unit - 25 beds with central monitoring
Emergency Department (Level II)
Urgent Care Center (11 am - 11 pm daily)
Education Department
Nursing Inservices
Safety Classes
Employee Orientation
CPR Classes
Patient Education
Community Education
Prepared Childbirth Classes
Sibling Classes
Patient Rooms
First Floor - Obstetrical
5 LDRPs (Labor, Delivery, Recovery, Post-Partum rooms)
C-section Room
3 semi-private patient rooms
2 private patient rooms
Triage room
Nursery (Level 1) - 10 bassinets
Second Floor - General Medical and Pediatrics
13 semi-private rooms
11 private rooms
Playroom
Third Floor - Post-Operative and Endoscopy
6 private rooms
8 semi-private rooms
Physical Rehabilitation
14 private rooms
Dining room
Gym - table mats, weights, exercise bike
Physical and Occupational Therapists
Speech Pathologist
Physical Therapy
Outpatient Services
2 ultrasounds (Plan and with electrical stimulation)
Hydrotherapy (Whirlpool, Hubbard tank)
Evaluations
Brace fitting
Crutch training
Debridement and dressing changes
Electrical stimulation
Gate training
Hot and cold packs
Massage -
TENS unit treatment
Exercise
Intermittent traction
Bed traction
Physical Therapists
Radiology Department -
4 diagnostic rooms
2 C-arms and two portable units
Flouroscopy
Laminography
General Radiographic
CGR-500T dedicated mammogram unit
Ultrasound
Adac Spect Gamma Camera with Pegasys Computer
GE9800 Total Body CT Scanner
GE MAX Plus .5, MAXUM mobile MRI unit
Surgical Department
5 operating rooms
Flouroscopic Cystoscopy room
Pre-op Holding Area
Post Anesthesia/Recovery Room - 8 beds
Outpatient Surgery with 6 private rooms
Surgical Procedures:
General
Orthopedic
Laporoscopic
Endoscopic
Obstetric
Ear, Nose & Throat
Urologic
Additional Services
55+ Program for Senior Citizens
BSA Explorer Post
Clinical Training for Lamar Univ. Nursing Students
Dietary Services - Registered Dietitian
Discharge Planning
Enterostomal Therapy
Gift Shop, operated by Service League
HERS Program for Women
Meeting Rooms for Support Groups
Outpatient Chemotherapy Services
Outpatient Van Services
Pharmacy
Physician Referral Services
Sniffles & Sneezes Daycare for Sick Children
Social Worker
Volunteer Group through the Red Cross
ATTACHMENT-D
1
D RA F T
Revised 9.27.94
UTILIZATION MANAGEMENT PROGRAM
MODEL - C PHO
NETWORK
MEDICAL MANAGEMENT POLICY
TITLE: Utilization Management Plan
EFFECTIVE DATE:
I. UTILIZATION MANAGEMENT GOALS AND OBJECTIVES
A. To assure the provision of appropriate and
efficient medical services to covered employees and
their dependents.
B. To provide a system to monitor the delivery of
medical services at the appropriate level of care
and in a timely, effective, and efficient manner
consistent with the delivery of quality care.
C. To continually monitor, evaluate, and optimize
healthcare resource utilization.
II. UTILIZATION MANAGEMENT FUNCTIONS
Utilization Management activities are developed,
implemented, and conducted by the Utilization
Management Department under the direction of the
Medical Director and Director, Utilization management.
Medical Management Reviewers, (MMR) perform
utilization management activities and all are
qualified, experienced, (state) licensed registered .
nurses.
A. The Medical management Department performs the
following functions:
1. Coordinate and conduct prospective, concurrent,
and retrospective utilization review for
medical necessity, appropriateness of hospital
admission, level of care and continued
inpatient confinements in and out of network.
2. Review the medical necessity of specialist
consultations and other outpatient services
identified in the group health plan, generally
to include the list on Appendix A.
3 . Identify discharge planning needs for all
confined patients working with the primary care
physician to implement treatment to effectively
management the patidnt's long term health.
Coordinate with each facility's Discharge
Planning personnel.
4. Monitor inpatient and outpatient utilization
data to evaluate the appropriateness of
employees and provider utilization patterns.
5. Assist in performing quality improvement
reviews.
6. Retrospective Review of medical records,
referrals, certification logs and/or data,
claims, and M.I.S. reports is performed to
identify practice patterns and trends within
the health care network accessed to include
physician office reviews according to NCQA
guidelines.
III. RESPONSIBILITY
A. The Utilization Management Plan is directed and
monitored by the Utilization Management Committee.
A medical management team, led by the Chairman of
the Utilization Management Committee, includes the
Utilization Management Committee; and the Medical
Management staff. (Staff may include but not
limited to Utilization Review Nurse/Reviewer,
Quality Assurance Coordinator. ) The needed
Director may serve as an ex-officio member of the
Committee. They are charged with ensuring the
effectiveness of the UM program and its achievement
of its stated goals.
IV. UTILIZATION MANAGEMENT COMMITTEE
An essential component of the utilization Management
Program is the Medical Management Committee (MMC) .
A. The Medical Management Committee consists of:
1. Five physicians representing major practice
spatialities to include but not limited to
Internal Medicine, Pediatrics, General Surgery,
and Family Practice.
2. Administrative staff from the Medical
Management Department.
3 . Technical experts and/or consultants as needed
(e.g. , physician specialists, other healthcare
professionals, legal, etc. ) participating as
non-voting members..
B. Committee Membership
Committee membership will reflect an approximate
mix of the major practice specialists within the
contracting provider community. Each member
serves a two year term and may be reappointed by
OPHO Board of Directors. Reappointment will occur
on a rotating basis so that no more than half of
the committee's physicians are reappointed each
year. Nominees are reviewed and approved by the
OPHO Board.
C. The Medical Management Committee facilitates the
- implementation and supervision of the Utilization
Management Program. Its members serve as the peer
review body for problem identification, action,
resolution, medical policy and confirmation of
corrective measures.
D. Meeting and Minutes
1. The Committee meets monthly. More frequent
meetings may be held at the discretion of the
Medical Director to ensure compliance with the
defined Utilization Management Program
objectives.
2. Minutes and records are kept of all activities
for which the Committee is responsible. These
minutes and records are considered
confidential and are maintained as such. They
will be made available to the Committee and
appropriate Medical Management staff.
E. Administration of the Utilization Management
Plan, Policies, and Guidelines
The Committee reviews the Utilization Management
Plan and recommends its approval or adaptation.
As new or modified Medical Management policies and
guidelines are developed by Medical Management,
they are submitted to the Committee for review,
approval and administration. Periodically, but
not less than annually the Utilization Management
Plan will be reviewed by the Committee for
effectiveness and appropriateness and make
recommendations for any needed changes.
V. COMPONENTS OF THE UTILIZATION MANAGEMENT PROGRAM
A. Elective Admission Precertification
Preadmission certification for inpatients is
performed to evaluate the proposed treatment plan
along with the appropriateness of location and
level of care prior to the delivery of care. This
process is initiated by the patient or primary
care physician at least three (3) working days
prior to a planned admission. During the
admission certification review process, potential
discharge needs are identified.
B. Urgent/Emergent Admission
In the case of an urgent or emergent admission,
MMC must be notified within twenty-four (24) hours
or the first business day following the admission.
The continued stay review is initiated at that
time.
C. Referral Management
Primary care physicians or their designees are
responsible for and must obtain precertification
from Medical Management for referrals to specialty
providers for care or services.
D. Ambulatory Services/Surgery
Precertification of ambulatory services/procedures
is determined by the individual client's Plan of
Benefits, but generally includes the services
listed in Appendix A.
E. Second Surgical Opinion
Second surgical opinion requests as required by
the individual patient's Plan of Benefits.
F. Concurrent Review
All patient information will be reviewed
concurrently (on site when possible) for
appropriateness of care and use of hospital
services in an effort to assure cost effective
delivery of care as well as medical necessity and
quality of care.
G. Discharge Planning
Discharge Planning is a critical component of the
Medical Management process that begins upon
admission, if not before, with an assessment of
the patient's potential discharge needs. It
includes preparation of the family and the patient
for these continuing care needs and initiation of
arrangements for services or placement needed
after acute care discharge planners,
admitting/attending physicians and ancillary
service providers to assist in making necessary
arrangements for post-discharge needs.
H. Case Management
Case Management involves the coordination of a
comprehensive treatment plan to promote optimal
health in an individual with long term, chronic or
traumatic conditions.
Case Management uses a team approach which may
include the attending physician, specialist
.provider, home health agencies, discharge
planners, physical therapists, social workers, and
other as appropriate. A collaborative approach is
used to meet the health and community service
needs of the patient on a long or short term
basis.
The Case Management program assures that the
highest quality of care is provided to the patient
in the most cost effective manner through
appropriate utilization of all available health
care resources.
I. Retrospective Review
All inpatient and ER service that has not been
evaluated will be retrospectively reviewed for
medical review for medical necessity,
appropriateness of setting and length of stay, and
may result in an adverse determination.
J. Utilization Management Guidelines
1. UM is conducted by MMC's using InterQual ISDA
or Texas Medical Foundation criteria for
inpatient care and Milliman and Robertson
Ambulatory Care Guidelines for outpatient
services.
2. Services meeting UM guidelines will be
certified by the MMC and will be periodically
re-reviewed for certification.
3. Services not meeting UM guidelines will be
either:
a. Called to the attention of the primary
care physician and/or the admitting
physician . for discussion of alternatives
to admission or extenuating
circumstances; or
b. Called to the attention of the OPHO
Board, UM Physician Advisor, or the
chairman of the Board, for consultation
with the primary care physician or
admitting physician (as above) and a
certification determination.
K. Adverse Determinations
1. Adverse determinations which involve medical
decision making require a decision by the
MMC, OPHO Board, Medical Director and/or
Physician Advisor after discussion with the
treating physician.
2 . Adverse determinations of an administrative
nature can be made in accordance with UM
Program Policy, as approved by the MM
Committee.
3. Thorough decumentation of adverse
determinations will be maintained.
4. Notwithstanding previous certification,
payment for services may be denied or reduced
if it is found that information previously
given in support of a certification was
erroneous.
5. Notwithstanding an adverse determination, a
patient may choose to assume financial
liability for non-certified services.
VI. RECONSIDERATION AND APPEALS
Procedures for resolution of provider or patient
complaints and grievances are documented in detail
in the Utilization Management Program.
A. Requesting Reconsideration of an Adverse
Determination
Providers or patients may request that MMC
reconsider an adverse determination by writing to
the Medical Management Committee.
B. Requesting Expedited Reconsideration of an Adverse
Determination
If a provider reasonably believes that MMC adverse
determination may preclude a patient from
obtaining urgently needed services, they may
request an expedited reconsideration of that
determination. As a precondition to requesting
such expedited reconsideration, the provider must:
1. Have received notification from the Medical
Director or designee that MMC will not
certify the service; and
2 . Establish that this determination will
effectively preclude the patient from
obtaining the desired services if the request
for reconsideration is evaluated according to
the process set out in paragraph A, above.
C. Grievance
If not satisfied with the response to a complaint,
providers may request that it now be considered a
grievance and be acted upon by the OPHO Board of
Directors.
Date Written:
Date Revised:
Approved:
Date:
i
e '
APPENDIX A
Services Subject to Referral Preauthorization
Inpatient Hospitalizations, Planned
Outpatient Surgery, not on the PCP procedures list
* Endoscopies
Magnetic Resonance Imaging
CT Scans
Cardiac Catheterizations
Home Health Care
* Physical Therapy Services
Durable Medical Equipment
Emergency Room Services are reviewed retrospectively for
appropriate use of the ER and the Application of the plan
deductible.
* Even when performed in the PCP's office.
ATTACHMENT-E
ORANGE PHYSICIAN HOSPITAL
ORGANIZATION
CREDENTIALING PROCEDURES
SECTION I: POLICY OBJECTIVES . . . . . . . . . 1
SECTION II: MEMBERSHIP CRITERIA
AND QUALIFICATIONS . . . . . . . . 2
SECTION III: APPLICATION FOR
MEMBERSHIP . . . . . . . . . . . . . . . . 3
A. Application
B. Process
C. Denial
D. Term
SECTION IV: CONDITIONS OF
PARTICIPATION . . . . . . . . . . . . . 4
A. Acceptance of Membership
B. Membership Dues
C. Utilization Review
D. Renewal of Membership
I. POLICY OBJECTIVES
The Membership and Participation Policy is intended to
establish guidelines for granting qualified practitioners
initial and continued participation in a Physician Hospital
Organization (PHO) .
The objectives of the policy are:
1. To determine eligibility of practitioners for PHO
participation.
2. To evaluate the practitioner practice profiles,
particularly prompt, courteous, efficient, cost and
medically effective practice patterns.
3 . To develop a balanced staff by specialties and
areas of locations.
4. To structure programs of utilization review,
quality assurance and peer review for members to
the PHO.
5. To clarify the relationship of individual members
to the PHO.
6. To minimize the risk of liability to the
organization.
II. MINIMUM MEMBERSHIP CRITERIA
In order to be considered for and to maintain membership in
the PHO, the practitioner must meet the following
requirements 'as determined by the Board of Directors of the
PHO ("Board") :
1. Practitioner must be an active member in good
standing of a Hospital's active or courtesy medical
staff and practice within the scope of the clinical
privileges delineated by that hospital.
2. Practitioner must be licensed without restriction
to practice medicine _ in_the state of Texas, possess
Drug Enforcement Administration ('IDEA")
registration, and be able to document to the
a i
satisfaction of the Board his/her background,
experience, training, competence, physical and
mental health, and adherence to the ethics of
his/her profession with sufficient adequacy to
enable the Board to determine that patients treated
by him/her will be given appropriate and necessary
health care in accordance with the PHO objectives
of quality and efficiency.
3 . Practitioner shall agree to strictly abide by the
ethics and standards of his/her profession.
4 . Practitioner must provide evidence of required
professional liability insurance coverage and
requested information on professional liability
claims history and experience, including the name
of carriers.
5. Practitioner must be willing to participate in and
cooperate with any utilization review, quality
assurance and peer review mechanisms established by
the PHO. Upon request, practitioner shall be
required to document his/her ability to deliver
quality and efficient patient care through results
of prior utilization review, quality assurance and
peer review.
6. Practitioner must be board eligible or demonstrate
competency through 5 or more years experience and
his/her professional specialty to the satisfaction
of the Board.
7. Practitioner must document the location of offices
and the names and addresses of other practitioners
with whom he/she is associated so as to assure that
services and coverage arrangements are available 24
hours per day, seven days per week.
8. Practitioner must document evidence of compliance
with continuing medical education requirements as
mandated by the state of Texas and the Hospital (s)
at which the practitioner is an active medical
staff member.
9. Practitioner shall comply with all of the
Hospital(s) medical staff requirements, including
those regarding medical record preparation and
completion.
10. Practitioner must supply the Board with
letters of recommendation from at least three peers
who are familiar with the practitioner's practice,
competency and qualifications. If all of the peers
are not sufficiently known to the Board,
practitioner must comply with any reasonable
written request(s) to supply additional letters of
recommendation.
11. Practitioner must satisfy the Board of his/her
ability and willingness to work cooperatively and
in a supportive manner with others, including
patients, and PHO members.
I. APPLICATION FOR MEMBERSHIP
A. Application
The application for membership in the PHO shall be in a
prescribed form as designated by the Board and shall include
an authorization and release form as designated by the
board.
The practitioner must sign the PHO application form and
authorization and release form. In doing so, the
practitioner:
1. Agrees to release his/her peer review and/or
credentials, files, utilization data and any other
relevant information from any hospitals, health care
facilities or other individuals or entities at which
practitioner has or had medical staff privileges or
been affiliated, to the Board for review prior to
membership recommendation;
2 . Attests to the correctness and completeness of all
information furnished; and
3 . Authorizes and releases from any liability all those
who, in good faith and without malice, review, act on
or provide information regarding the practitioner's
competence, professional ethics, character, health
status, ability to work cooperatively with others,
and/or qualifications for PHO membership.
Practitioners requesting an application shall be provided
with a list of the minimum membership criteria as designated
by the Board.
B. Process
1. Upon receipt of a completed application in the
prescribed form, the information in the application
shall be verified including but not limited to,
licensure, medical education, professional liability
insurance, post-graduate training, medical staff
privileges, and peer references.
a b
2. The PHO shall notify the Practitioner if his/her
application is not complete or if verification cannot
be obtained and shall have no obligation to review or
consider the application until the application
verification have been completed. The burden of
supplying or obtaining requested information shall rest
with the practitioner.
3. The application shall be then forwarded to the
Credentialing Committee for review. The Credentialing
Committee shall make a recommendation to the Board to
either accept or reject or to defer any decision
pending receipt of additional information. Any
recommendation to reject the application shall be
accompanied by a brief statement of the reasons.
4. The Board, at its next regular meeting, shall review
the application, information obtained through
verification and review, and the recommendation of the
Credentialing Committee, and decide whether to accept
or reject the application. The Board shall notify the
applicant, by certified mail or hand delivery, of its
decision.
C. Denial
Denial of membership may be based on criteria related to the
prompt, courteous and efficient delivery of quality patient
care in a given Hospital, to the professional ability and
judgment, or to the needs of the PHO, the community or the
patients served. Any applicant who fails to document to the
Board his/her satisfaction of the membership criteria and
qualifications shall have his/her application denied.
Practitioners shall not be denied membership on the basis of
sex, race, creed, color, national origin, or any other basis
prohibited by law.
D. Term
The granting of membership shall be for a period of one (1)
year, following which the practitioner must request
membership renewal as provided in Article IV Section D, of
this Policy.
g s
IV. CONDITIONS OF PARTICIPATION
A. Acceptance of Membership
1. After successfully completing the admission process and
being offered an appointment by the PHO, the
practitioner will be provided with a copy of PHO By-
Laws, the Membership and Participation Policy, and any
other policies and procedures, and an acceptance of the
membership form as designated by the Board.
2. Each member shall be *required to comply with the PHO's
conditions of participation set out herein, as well as
to remain in full compliance with the minimum
membership criteria and qualifications set out in
Article II.
3 . Each member, in accepting membership, agrees to notify
the Board immediately of any occurrence or change in
which may affect or relate his/her compliance with
the membership criteria or conditions of
participation.
4. Each member agrees to support the PHO and those members
and Hospital who are committed to the objectives of
efficient and quality care.
B. Membership Dues (Optional)
Members shall be required to comply with any membership
dues requirement of the Board, as may be amended from
time to time. Members shall be notified in writing of
non-payment and shall be given (60) days to pay prior
to any action being taken by the Board. Non-payment of
membership dues shall be grounds for termination of
membership by the Board (See Article V, Section -C,4) .
C. Utilization Review
1. Each member will be subject to continuing review of
his/her practice and delivery of patient services as it
related to quality, appropriateness, promptness,
courtesy, efficiency, coordination with other members
and Hospitals, cooperation with clients, and other
factors significant to obtain access to information and
data.
2. Regular utilization review of members shall be
conducted by the Medical Management Committee. The
Committee may utilize any data available from or
provided by the member, Hospitals or other members of
the PHO. Members must provide the Committee with any
information or data requested or authorization to
obtain access to information and data.
D. Research of Membership
Each member shall be required to seek renewal of his/her
Provider's membership every year from the date of
appointment in accord with the following procedures and any
other procedures as may be required by the Board from time
to time.
Only those members who provide information regarding or
otherwise document compliance with the following shall be
eligible for renewal of membership:
1. Continuing training, education, medical and scientific
publications, and experience that qualifies the member
for his/her specialty and exercise of privileges at the
given Hospital(s) .
2. Current physical and mental health status.
3 . The name and address of each hospital, health care
facility or practice setting where the member provided
patient services during the preceding period, the
member's status and authorization for the PHO to obtain
requested information.
4. Membership, awards or other recognitions conferred or
granted by any professional health care societies or
organizations.
5. Whether sanctions of any kind have been imposed by any
hospital, health care facility, professional care
organization, professional society or licensing
authority.
6. Complete information regarding professional liability
insurance coverage, claims, litigation's, judgments,
settlements, complaints, investigations, proceedings,
or sanctions, restriction of hospital privileges and
current certificates of coverage.
7. Documentation of timely and accurate compliance with
the by-laws and rules and regulations of the
Hospital(s) and its medical staff(s) , including but not
limited to those regarding completion of medical
records.
8. Satisfactory attitude toward his/her patients, the PHO
and its members, and the staff(s) of the Hospital(s) .
9. Compliance with the applicable PHO By-laws, membership
criteria and qualifications, and other PHO policies.
In addition, practitioner patterns of care (both utilization
and charge in the hospital and in the office) as
demonstrated in the findings of the utilization review and
quality assurance activities will be reviewed by the Board
in Connection with the renewal process.
Requests for renewal of membership shall be processed in the
same manner as initial applications or as may otherwise be
required by the Board from time to time.
ORANGE Ph i(SICIAN HOSPITAL ORGANIZATION
P. 0. BOX 7800
_ - ORANGE TEXAS 77631-7800
Application for Membership
SECTION I
Doctor's Name: Degree:
Specialty Listing Requested:
Applying for o Primary Care o Referral Specialist o Both
Office Address:
Birthdate: SSN• Telephone: `
Time at location: years months Practice Type: o Solo o Group
If Group, what is the Practice Name?
Texas State Board of Medical Examiners:
License Number xpiration ate
National Board of Medical Examiners:
Certificate um er
BNDD (DEA) Registration (Narcotic License):
Registration um er Expiration Date
Texas (DPS) Registration (Narcotic License):
Regis traaon um er Expiration Date
Licenses in other states:
fate License Number xpiration Date
rate License um er Lxpiration Date
State icense Num Expiration Uate
Medicare I.D. Number:
Billing is under Tax I.D. Number (TIN):
Are there any other MDs using this TIN Number: o Yes o No
If yes, please list:
BOARD CERTIFICATION(S) - (First, Second and Third refer to different boards):
Board of: First Second Third
Date certified:
Date last recertified:
Expiration date of certificate:
Certification Number:
If not Board Certified: 1. Include a letter from Board indicating status.
2. Have you applied to take tho exam? o No o Yes
3. Are you scheduled? a No o Yes
(If yes, include letter from Board indicating when.) When
SECTION II
Hospital affiliations: List hospitals where you now are on staff. Please list first the hospital where you primarily do
your inpatient work. In the percentage column, please indicate the approximate percentage of all your inpatient work
done at each hospital you list. Also provide the other requested information:
HOSPITAL % DEPT
Primary: = Active a Full
= Courtesy =Limited
= Provisional
Other: = Active = Full
= Courtesy =Limited
= Provisional
Active O Full
Courtesy =Limited
Provisional
= Active 0 Full
= Courtesy =Limited
Provisional
Active = Full
Courtesy =Limited
= Provisional
= Active = Full
Courtesy =Vmited
= Provisional
SECTION III
Medical School:
Graduation Date: Degree:
Won ear
School: Location:
Dates Attended:
Other Medical Schools attended and dates:
Post Medical School Formal Training (internship, Residency, Fellowship). List in chronological order:
Dates
(mm/yr) Institution Location Type of
Program Specialty
Were all programs successfully completed? o No o Yes
(If no, explain on separate piece of paper and include with application.)
1
Practice Experience: List in chronoiogical order all practice sites (include assistantships, appointments and uniformed
service) and hospital affiliations from the completion of formal training up to your present location and hospital
affiliation:
Dates (mm/yr)
—/—to—/—
—/—to—/—
—/—to—/—
Please provide a brief explanation if chronological break in education and/or practice experience
SECTION IV
(Note: Please give details for any "yes" answer in this section in writing on a separate page and include-with
application.)
1. Have you ever voluntarily surrendered or had your Texas medical license revoked, ❑ No ❑ Yes
suspended or limited in any way?
2. Have you ever voluntarily surrendered or had your medical license in any other state ❑ No ❑ Yes
revoked, suspended or limited in any way?
3. Have you ever voluntarily, or has any hospital, ever restricted, reduced, or suspended your ❑ No ❑ Yes
staff membership/clinical privileges or placed you under probation?
4. Have you been investigated by any state licensing agency resulting ? ❑ No o Yes
9 9 Y gin any adverse action.
5. Have your clinical privileges ever been suspended, revoked or limited in any way? ❑ No o Yes
6. Has your BNDD (DEA) or Texas (DPS) number (Narcotics License) ever been suspended or ❑ No ❑ Yes
revoked?
7. A. Have you ever had a malpractice decision or settlement against you within the past ❑ No o Yes
five years? If yes, how many:
B. Have you been named in any malpractice action which has not been decided or ❑ No ❑ Yes
settled? If yes, how many:
Please complete attached form (Malpractice Action Information) in detail for each action in A and ❑ No ° Yes
B.
8. Has your malpractice coverage ever been denied or cancelled? ❑ No ❑ Yes
9. Have you been found guilty or are you under indictment for a crime? ❑ No ❑ Yes
10. Are ou aware of any health impairment which would affect your ability to perform duties ❑ No ❑ Yes
fully
SECTION V
1. Are you on a medical school faculty?
If yes, give specifics: o No o Yes
2. Do you practice in the teaching of residents or fellows:
If yes, give specifics: a No :1 Yes
3. Are you active on hospital staff committees?
If yes, please provide specifics for past four years:
o No o Yes
Hospital Committee
Dates (mm/yr)
—/—to—/—
to
4. In what professional (medical societies and specialty organizations) societies do you maintain membership?
5. Continuing Medical Education: Please submit a copy of CME records submitted to specialty or
medical societies within the past three years which documents your CME. If no cop s sumiitted, pl aseslist
your Category I CME for the past two years using the enclosed form.
6. References: List at least three peers who have direct knowledge of your clinical abilities. Please do not use
doctors who are associated with you in practice as references. Include the name, address and telephone
number of each. Orange Physician Hospital Organization will send them a Professional Reference Questionnaire
A.
upon receipt of your signed application.
B.
C.
NOTE: Include the following attachments as part of your application:
Photocopy of: your Texas medical license
your Current DEA and DIPS registration certificate
your Board Certificate(s), (or other documents indicated in application)
evidence of malpractice coverage showing amount of coverage, company and coverage renewal date
Your CME record submission OR completed CME form
Narrative of explanations to any "yes" answer in Section IV
Completed Malpractice Suit Information form, if applicable
Signed Release Statement
NOTE: Please be sure your references provide the letters of reference. Your application cannot be completed or acted
on without them.
I
4
i o
Malpractice Action or' Claim Information
(Complete all sections, use n/a if section does not apply)
Please Print or Type
Doctor:
If you are or have been involved in a malpractice action, please supply the following information. If more than one suit
exists, please photocopy this page and submit information on each suit. A full disclosure of the following details is
necessary prior to completion of credentialing, and all information will be kept in the strictest confidence.
1. Date of occurrence:
2. Who is (was) the involved carrier: Policy #:
3. Please provide detailed specifics in reference to the event:
4. What is (was) your role in the event:
5. What is (was) your status: o Primary defendant o Co-defendant o Other (Specify)
6. Are there any other defendants? Please list:
7. Outcome if closed:
8. Current status if not closed:
9. Amount reserved by carrier for this claim (if known):
i Physician's Signature Date
Continuing Medical education Information
Please provide a record of your Category 1 CME: (New applicants show a 2-year record; recredentialing applicants
show 1 year.) If none taken, list 'None.'
Doctor:
COURSE DATE CAT 1 HOURS
n
A ^f -
Allied Health Professional' Information
Practice Name:
Please list each Allied Health Professional involved in direct patient care in your practice.
NAME DEGREE DISCIPLINE CERT/LIC#
Allied Health Professional includes: Nurse Practitioners, Certified Nurse Anesthetists, Certified Nurse Midwives,
JPhysician Assistants, Audiologists, Psychologists, Masters of Social Work, Licensed Clinical Social Workers and
Physical Therapists.
A Z
s
Office Practice Information
SECTION I: Practice Identification
Practice Name (if not your name):
Name of Office Manager:
Practice Office Location(s):
A.
B.
C.
D.
E.
Doctors in Practice:
Doctor's Name Specialty
Location
(A, B, etc.)
SECTIOfj II: Call Coverage
1. Is 24 hour/day, 7 day/week coverage provided directly by a call rotation limited to the
doctors named in previous section?
:0 No a Yes
2. A. If no to number 1, are there arrangements with other doctors (not emergency
rooms) for continuous on call availability?
0 No :1 Yes
B. Explain coverage system including names of doctors:
i
3. When on call, does the doctor:
A. Personally see the patient in the office when clinically possible?
0 No 0 Yes
B. Personally evaluate the patient in the emergency room when patient advised to go
there or goes directly?
0 No 3 Yes
C. Refer all patients calling who need to be seen to the emergency room to be
evaluated and managed by the doctor staffing the emergency room?
= No = Yes
D. Explain coverage system including names of doctors:
SECTION III: Office Services
1• In the table below please identify your normal hours for this practice. have(!f different locations
hours, please indicate in table on an extra sheet.) a different
Monday
Tuesday
Wednesday
Thursday
Friday
Saturday
Sunday
I
d
SECTION III: Continued
2. What is the average wait in days for an appointment from when a patient requests until the day of for: p G y appointment
A. Routine Care B. Acute Problem Care
3. Do you care for patients of all ages in your office?
No ❑ Yes
If no, what are your restrictions?
4. What number of patients does each doctor see in an hour on the average?
5. Do you have any Allied Health Professionals, (Nurse Practh:oners, Certified Nurse
Anesthetists, Certified Nurse Midwives, Physician Assistants, Audiologists, Psychologists,
Masters of Social Work, Licensed Clinical Social Workers or Physical Therapists) providing
direct patient care in your office?
C3 No � Yes
(If yes, please submit the Allied Health Professional part of this application and submit as
part of the whole application.)
6. Does your practice dispense medication for a fee?
3 No Yes
7. Does your office have Spanish language capabilities?
o No Yes
a• Any other foreign language capabilities?
For Primary Care Physician Aoolicants Only:
8. What is the current active population in the practice?
9. How many additional members can your practice accommodate?
10. Please attach as part of this application your schedule for routine evaluations and preventive services for well
patients.
SECTION IV: Other
1• Do you intend to cooperate with Utilization Review and Quality Assurance Programs which
include periodic review of Orange Physician Hospital Organization client medical records
(subject to confidentiality restrictions)?
o No a Yes
2. Does any doctor associated with the practice have any ownership in a hospital, clinical
laboratory, nursing home, pharmacy, radiological services facility, emergency room, or any
other medically related facility?
v No o Yes
If yes, please explain: (list doctor(s) entity and relationship(s)):
1
A-f
3. Do you have an interest in serving on any committees,of Orange Physician Hospital Organization? If so, please
indicate your preference:
o Credentials
C3 Utilization Review/Quality Management
Committee to develop treatment protocols
0 APPFORYJ,APP
,I
OPHO Application Check List
1. Copy of DPS Registration (Texas)
2 . Copy of DEA Certificate (BNDD)
3 . Completed Application
4 . Copy of Current State License
5. Copy of Board Certification (if applicable)
6. Copy of Medical School Diploma
7. Copy of Proof of Specialty Training
8. Copy of Proof of Professional Liability
Insurance
9. Doctor's Verification and Release Form
(signed)
10. Physician Participation Agreement
11. Three (3) Letter of Recommendation
Please attached the above information to your completed
Provider Application and mail to:
Orange Physician Hospital Organization
608 Strickland Drive
Orange, Texas 77630
Attention: Mark Adams
' I a
BYLAWS
OF
ORANGE PHYSICIAN HOSPITAL ORGANIZATION
A Texas Nonprofit Corporation
i
• 3
TABLE OF CONTENTS
Page
ARTICLE I -- PURPOSES, POWERS, AND DEFINITIONS
Section 1.1 Statement of Purpo se 1
1
Section 1.2 Powers . . . . " "
Section 1.3 Definitions
ARTICLE II -- OFFICES
Section 2.1 Principal Place of Business 2
Section 2.2 Registered Agent . . . . . . . . . . . . . . 2
ARTICLE III -- MEMBERS . .
Section 3.1 Classes . . . . . 2
Section 3.1-1 Class A Members 2
Section 3.1-2 Class'B Member . . 2
Section 3.1-3 Class C Members 2
Section 3.1-4 Termination of Members ' ' ' ' ' ' ' " 2-
Section 3.2 Annual Meeting 3
Section 3.3 Special Meetings . ' ' ' ' ' 3
Section 3.4 Notice of Meetings--Waiver 3
Section 3.5 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.6 Voting . . . . . . . ' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.7 Membership Book 4
Section 3.8 No Cumulative Voting . . ' ' ' 4
Section 3.9 Action Without A Meeting ' ' ' 4
Section 3.10 Proxies 4
Section 3.11 Dissolution of Co • ' ' ' 4
ARTICLE IV -- DIRECTORS
Section 4.1 General Powers . . . . . . . . . . . . . . . . 4
Section 4.2 Number, Qualification Te ' • ' ' • ' 4
rm and Vacancies
Section 4.2-1 Class A Directors 4. . . . . . . . . . . . . . .
Section 4.2-2 Class B Directors ' ' ' ' • ' ' ' ' ' ' ' ' ' ' 5
Section 4.2-3 Change in Number of Directors • ° . . . . . . . . . . . . . . .
Section 4.3 Removal of Director and Vac ' . ' ' ' . ' . . ' 5
Section 4.4 Vacancies 5
Meetings . . . . . . . . . . 5
Section 4.4-1 Annual and Regular Meetings . . . . . . . . . . . . . . .
Section 4.4-2 Special Meetings . . , 5
Section 4.5 Waiver of Notice ' " ' ' ' ' ' ' ' ' ' 6
Section 4.6 Quorum and Voting . . . . ' . . . . . . . . 6
Section 4.7 Procedure at Meetings 6
Section 4.8 Board Committees . . . " " ' " " " " " ' 6
Section 4.8-1 Standing Committees . . . . 7
Section 4.8-2 Quorum . . . . 7
8
� I r
s
Section 4.8-3 Membership
Section 4.9 Action Without A Meeting 8
Section 4.10 Compensation 8
Section 4.11 Resignation 8
Section 4.12 Meeting by Telephone 8
8
ARTICLE V -- OFFICERS , • ,
Section 5.1 Number and Classification . . . . ' ' ' ' . ' ' ' ' ' 9
Section 5.2 Election; Term; Qualification . . ' . . ' ' ' ' ' ' ' ' 9
Section 5.3 Removal . . . . " " " ' • • • • • • 9
Section 5.4 Vacancies 9
Section 5.5 Duties . . . . . . . . . . . 9
Section 5.5-1 President . . ' ' ' ' ' ' ' . ' ' • • • 9
Section 5.5-2 Vice President ' . ' . ' ' ' ' ' ' ' ' ' 9
Section 5.5-3 Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5.5-4 Treasurer . . ' ' ' ' ' ' ' ' • • • • • • • • 10
Section 5.5-5 Assistant Officers . ' ' ' ' . ' ' ' • • • • • • • • 10
Section 5.6 Delegation . . . . ' ' ' ' ' ' ' ' ' ' ' • • • • • • • • • 10
Section 5.7 Salaries . . . . . . . ' ' . . . ' ' ' ' ' ' • . . . . . . . 10
. . . . . . . . . . .. . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 10-
ARTICLE VI -- MISCELLANEOUS '
Section 6.1 Contracts . . . . . . . . . . . . . . . . . . . . . . 11
Section 6.2 Checks, Drafts, Orders for Payment' .*
a • .
Section 6.3 yment . . . . . . . . . . . . . . . . . . . . 11
Depositories . . .
Section 6.4 Books and Records . . . . . . 11
Section 6.5 Fiscal Year; Accounting Election • • ' ' ' ' ' ' 11
Section 6.6 Loans Prohibited . . . . . . . . . 11
Section 6.7 Revocability of Authorizations . . � ' ' ' ' ' ' ' ' • • • • • • 11
Section 6.8 Indemnification of Directors, Officers, Employees,*E m
* . ' ' ' ' • • • • • 11
and Agents of the Corporation 11
Section 6.9 and
in Which Directors or Officers Are Intere sted : . . . ' '
Section 6.9-1 Transactions 12
Section 6.9-2 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 6.10 Contracts for Provision of Services ' ' • • 12
ARTICLE VII -- AMENDMENTS . . . .
Section 7.1 Amendments ' . . . . . . . . . . . . . . . 12
. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
i
BYLAWS
OF
ORANGE PHYSICIAN HOSPITAL ORGANIZATION
A Texas Nonprofit Corporation
ARTICLE I
PURPOSES, POWERS, AND DEFINI'T'IONS
Section 1.1 Statement of PuMse. The purpose of the Corporation is to function as a
physician hospital organization and to conduct any other business permitted under the Texas
Non-Profit Corporation Act.
Section 1.2 Powers. Except as limited by the Articles of Incorporation
the Corporation shall have and exercise such powers in furtherance of t or these Bylaws,
or may hereafter be e purposes as are now
granted by the. laws of the State.of Texas.
Section 1.3 D
--- �. The terms set forth below shall have the following meanings
unless otherwise required by the context in which they may be used;
Articles of Incornora io . The term "Articles of Incorporation"
Articles of Incorporation of the Corporation filed with the Secretary of State te shall mean the
20th day of January, 1994, and any amendments thereto. of S of Texas on the
Board. The Lerm "Board" shall mean the Board of Directors of the Corporation.
Bylaws. The term "Bylaws" shall mean the Bylaws of the Corporation except
where reference is specifically made to the bylaws of another entity or unit.
Class A Member, 'he term "Class A Member" shall mean a member of the
Corporation described in Section 3.1-1.
_Clams B Member, The term "Class B Member" shall mean a member of the
Corporation described in Section 3.1-2.
Corporation, The term "Corporation" shall means Orange Physician Hospital.
Organization, a Texas nonprofit corporation.
Hospital. The term "Hospital" shall mean Baptist Hospital Orange.
Mg—mb
a. The term "Member" shall refer to a Class A Member or Class B
Member with authority to vote and be counted in determining the existence of a quorum.
a
State. The term "State" shall mean the State of Texas unless otherwise
specifically indicated.
ARTICLE II
OFFICES
Section 2.1 Principal Place of Business. The principal business office of the Corporation
shall be located at 608 Strickland Drive, Orange, Texas 77630. The Corporation may also have
offices at such other places as the Board may from time to time determine or the business of the
Corporation may require.
Section 2.2 Registered ered_Agent. The Corporation shall have and continually maintain in
the State a registered office and a registered agent who is a resident of the State and a director
of the Corporation and whose business office is identical with such registered office. The
registered office may be identical with any of the Corporation's places of business in the State,
and the registered agent and registered office or the address of the registered office may be
changed from time to time by the Board.
ARTICLE III
MEMBERS
Section 3.1 Classes. The Corporation shall have two classes of Members: Class A
Members and Class B Members. Class A Members shall have the right to elect five (5)
directors to the Board; and the Class B Member shall have the right to select three (3) directors
to the Board.
Section 3.1-1 Class A Members. Class A membership will be limited to
members in good standing of the Active Medical Staff of the Hospital, except that in the first
year of the Corporation's existence, the Corporation may invite members of the Courtesy
Medical Staff of the Hospital to participate if those Courtesy Medical Staff members have made
application for Active Medical Staff status. Class A Members must also be duly licensed to
practice medicine in the State, maintain general and professional liability insurance coverage in
amounts and from carriers deemed appropriate by the Corporation, have paid the dues and/or
administrative fees established by the Board, have executed and maintained the standards of a
participating physician agreement, and be and remain appointed as Class A Members of the
Corporation by the Board, in order to be qualified to be Class A Members of the Corporation.
Class A Members may purchase and hold their membership interests, and may enter into
participating physician agreements, through their wholly-owned professional associations.
Section 3.1-2 Class B Member. The Class B Member shall be Baptist Hospital,
Orange or any successor organization.
Section 3.1-3 Class C Members. Individuals who are not eligible to be Class A
Members but who are fully licensed in Texas by an appropriate professional licensing agency
and are invited by the Medical Management Committee and confirmed for membership and
remain appointed as Members by the Board are qualified to be Class C Members of the
Corporation. Entities licensed by the Texas Department of Health or other appropriate licensing
agencies that-are invited by the Class B Member and confirmed for membership and remain
appointed by the Board are qualified to be Class C Members of the Corporation. Individuals
who are members of the community and are invited, confirmed for membership, and remain
appointed as Members by the Board are qualified to be Class C Members of the Corporation.
Class C Members shall have no voting rights and no representation on the Board.
Section 3.1-4 Termination of Members. Termination of Members shall be
decided by a vote of the Board and shall be based upon policies and procedures established by
the Board for termination of membership in the Corporation. Additionally, any Class A Member
who fails to meet, on a continuing basis, the qualifications established in Section 3.1-1, or fails
to execute and/or maintain a participating physician agreement and the standards and terms set
forth therein as determined by the Corporation, will be automatically terminated for failure to
meet those qualifications.
Section-3.2, Annual Meeting. Commencing in calendar year 1994, the annual meeting
of Members for the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at the principal business office of the
Corporation and at such other place within or without the State as may be designated by the
caller of the meeting. The annual meeting shall be held on such date and at such time as shall
be determined by the Board and stated in the notice of meeting.
Section 52mial Meetings. Except as otherwise provided by law or by the Articles
of Incorporation, special meetings of the Members may be called by the President, by a majority
of the directors, by the Class B Member, or by one-fourth(1/4) of the Class A Members entitled
to vote at such meeting, and shall be held at the principal business office of the Corporation at
such time as is stated in the notice calling such meeting. Notice of a special meeting must
include a description of the purpose or purposes for which the meeting is called. If a special
meeting is to be called by the Members, such Members must deliver to the Corporation's
Secretary one or more signed and dated written requests describing the purpose or purposes of
the meeting.
SectiSecti Notice of Mee 'noc--Waiver. Written or printed notice stating the date,
time, and place of any annual or special meeting of the Members shall be delivered not less than
ten (10) nor more than sixty (60) days before the date of the meeting, ither
g, personally or by
mail, to each Member of-record entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail, first class and postage
prepaid, addressed to the Member at his address as it appears on`the records of the Corporation.
Such further or earlier notice shall be given as may be required by law. A Member may waive
notice of any meeting before or after the date and time stated in the notice. The waiver must
be in writing and signed by the Member.
Section 3.5 Quorum. Unless otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws, a majority of the Class A Members entitled to vote and
represented in person or by proxy and one authorized representative of the Class B Member shall
constitute a quorum at a meeting of Members. The President shall preside at, and the Secretary
shall keep the records of, each meeting of Members, and in the absence of either such officer,
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his duties shall be performed by some person appointed at the meeting by a majority of Member
entitled to vote at the meeting. When a membership class is entitled to vote on a matter as a
separate voting group, it may take action on such matter at a meeting only if a quorum of those
Members exists with respect to that matter.
Section 3.6 Votin . At each Members' meeting, every Member having the right to vote
shall be entitled to vote in person or by proxy. Each Class A Member shall be entitled to one
vote on each matter submitted to a vote for which such Member is entitled to vote. The Class B
Member shall be entitled to a number of votes equal to the total number of Class A Members.
Elections of directors by Members may be conducted by mail.
Section 3.7 Member1hi2 Book. The Corporation shall keep at its principal business
office a membership book containing the name and address of each Member, in alphabetical
order. Termination of a Member's membership shall be recorded to the membership book.
Section 3.8 No Cumulative Voting. No Class A Member may cumulate his votes at any
election of directors or upon any other matter.
Section 3.9 Action Wi out A Meeting. Any action may be taken by the Members-
without a meeting if a written consent is signed by all Members entitled to vote. -
Section 3.10 Proxies. A Member may vote either in
writing by the Member, or by his duly authorized attorney in fact.Proxies shall be dated but
need not be sealed, witnessed, or acknowledged. No proxy shall be valid after eleven (11)
months from the date of its execution unless otherwise provided in the proxy. Each proxy shall
be revocable, notwithstanding any ocher agreement or provision in the proxy to the contrary, but
the revocation of a proxy shall not be effective until notice has been given to the Secretary of
the Corporation. Proxies shall be filed with the Secretary of the Corporation before or at the
time of the meeting.
Section 3 11 Dissolu lon of Co I=. Except as otherwise provided. b applicable
law or the Articles of Incorporation, the Co y pp e
fourths (3/4) of the Class A Members, and (ir)the Class B MemberV� by a vote of (i) three-
ARTICLE IV
DIRECTORS
Section 4.1 St tal Powers. The affairs of the Co
direction of the Board, and the wens of the Corporation shall be managed under the '
direction of the Board, except as may be otherwise p ovideedn by appli abler law orb or under the
of Incorporation. The Board shall make appropriate delegations of authority to the officers ands
to the extent permitted by law, by appropriate resolution the Board may authorize one or more
committees to act on its behalf when it is not in session.
Section 4.2 Number Qualification Terra and Vacancies. The number of directors
which shall constitute the whole Board shall be eight (8), except as to the number of initial
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directors, which shall be fixed by the Articles of Incorporation. Five (S) directors shalt be
elected by the Class A Members, and three (3) directors shall be selected by the Class B
Member. The directors named in the Articles of Incorporation shall hold office until the first
annual meeting of the Members and until their successors are elected and qualified.
Section 4.2-1 Class A Directors. The directors elected by the Class A Members
shall represent the Medical Staff of the Hospital and shall constitute three (3) Primary Care
Physicians (defined for purposes hereof to be family
obstetrics/gynecology, and pediatrics), and twos � practice, general internal medicine,
specialists.
Class A Members shall be divided into two 2 a�ists. The directors representing the
groups
office. The first group of directors shall be equal to two o (2) in numbe of staggering terms of
shall be equal to three (3) in number. The terms of offr of directors of tthhe the
group group
expire at the second annual meeting of Members after their election, the terns of gtheuse shall
group shall expire at the third annual meeting after their election. At each annual meeting after
such designation, the number of directors equal to the number of the group whose terms expires
at the time of such annual meeting shall be elected to told office until the third succeeding
annual meeting. No grouping of directors shall be effective prior to the fast annual meeting of
Members.
Section 4.2-2 Class B Directors. One of the directors selected by the Class B
Member shall be the Administrator of the Hospital who'shall appoint the other two directors
representing the Class B Member. The directors representing the Class B Member shall hold
office until their successors are appointed.
Section 4.2-3 Change in Number of Directors. The number of directors may be
increased or decreased upon the vote of (i) three-fourths I(3/4) of the Class A Members, and
(ii) the Class B Member.
Section on 4 3 Re�cm v_al of D'r�tor and V
time (with or. without cause) by a vote of a majority.of thr Members of the classs.of Members
entitled to vote on such director. The notice of any meeting at which a director elected by the
Class A Members is removed must state that the
is the removal of the director. Any vacancies on�the Bo �o� of the purposes' of the meeting
directors from the class of Members that the former director represented, and the re vote placement
the
director shall serve for the remaining term of the former director. P ement
Section 4.4
Section 4.4-1 Aual and Regular MeetinQ�, An annual meeting of the Board
shall be held at a time and date as determined by the Bard each year for the purpose of
appointing officers and for the transaction of such other ,business as may come before the
meeting. The Board's regular meetings, consistent with the
Board shall provide otherwise by resolution, shall be held a least east q�e Corporation
. Regular in unless the
of the Board may be called by the President of the Corporation.# r ar meetings
prescribe the time and place for the holding of regular meetings The Board by resolution
adoption of such resolution shall constitute notice of such regular meetings. If the 1Bo that
es
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I d
s
not prescribe the time and place for the holding of regular meetings, such regular meetings shall
be held at a time and place specified by the President in the notice of such regular meeting. The
Purpose of any regular meeting must be specified in the notice.
Section 4.4-2 Special Meetines. Special meetings of the Board may be called by
the President or upon the written request of a majority of the directors of either class. Notice
of each special meeting of the Board shall be given to each director at least two (2) days before
the meeting, and such notice shall include the date, time, and place of the meeting. The purpose
of the meeting must be specified in the notice. Notice shall be in writing and delivered
personally y, communicated by telefax (with verification by telephone confirmation), or sent by
first class mail, postage prepaid. If notice is given by first class mail, it shall be deemed given
three (3) days after deposit with the United States Postal Service.
. Se_ �choRA1 Waiver of Notice. Notice of a meeting of the Board need not be given to
any director who signs a waiver of notice either before or after the meeting. Attendance of a
director at any meeting shall constitute a waiver of notice of such meeting, except when a
director states, at the beginning of the meeting or promptly upon arrival at the meeting, any
objection to the transaction of business because the meeting is not lawfully called or convened.
Except as otherwise provided by applicable law or by these Bylaws, neither the business to be
transacted at nor the purpose of any regular meeting or s d
specified in the waiver of notice of such meeting. peal meeting of the Board need be-
Section 4.6 Quorum and Voting. At regular and special
majority of the directors representing each class of Members shall constituteesa quorum for the
transaction of business. The directors representing each class of Members shall have one
combined vote. The majority of the directors present and representing a class of Members shall
determine the one combined vote cast by the directors representing that class of Members. The
act of a majority of the directors representing all classes of Members and present at any meeting
at which there is a quorum shall be the act of the Board,
by law, the Articles of Into unless otherwise specifically provided
Incorporation, or these Bylaws. If a quorum shall not be present at any
meeting of directors, the majority of the directors present may adjourn the meeting without
further notice until a quorum shall be present. A director present at a meeting of the Board or
a board committee when corporate action is taken will be deemed to have assented to the action
taken unless: (i) the director objects, at the beginning of the meeting or promptly upon his
arrival, to holding the meeting or transacting
votes against or abstains from the action take pacified affairs at the meeting; or (ii) the director
Section 4.7 at Me�tinQS. The President shall preside at meetings of the
Board. In the President's absence at any meeting, a Vice President, if present, or if not present,
a member of the Board, shall be selected to preside by the directors present. The Secretary of
the Corporation shall act as secretary at all meetings of the Board or, in his absence, the
presiding officer of the meeting shall designate any person in
Board meetings, business shall be transacted in such order as the Boa d may from t� t. At
determine. - time
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Section 4.8 Board Committees. The Board may from time to time designate and appoint
committees by resolution adopted by a majority of each of the classes of directors at a Board
meeting at which a quorum from each class is present. No committee shall have or exercise the
authority of the Board but shall serve in an advisory capacity only for the purpose of making
recommendations to the Board. The Board may appoint Class A Members or Class B Member
representatives who are not directors to any committee. Each committee shall consist of three
(3) or more members, at least one of whom shall be a director, and shall be chaired by a
director. A majority of all the members of any committee may determine its action and fix the
time and place of its meetings unless the Board shall provide otherwise. The Board shall have
the power at any time to change the number of members of any committee, to fill vacancies, or
to discharge any member of any committee. The designation of committees shall not relieve the
Board or any individual director of any responsibility imposed by law. Any committee member
who is not a director shall have the same responsibility with respect to the committee as a
director who is a member of the committee. Committee members shall be indemnified as
directors are indemnified in the Articles of Incorporation.
Section 4.8-1 Standing Committees. The following committees shall be the
standing committees of the Board:
(a) Medical Management Committee. The Medical Management
Committee shall be composed of at least five (5) members selected by the Board, all of whom
are Class A Members and at least fifty percent (50%) of whom are Primary Care Physicians.
The Medical Director of the Corporation shall serve as an ex officio member of the committee.
The committee shall be responsible for the medical management operations of the Corporation,
specifically including establishing policies and procedures relating to medical management;
overseeing utilization management activities; conducting quality of care assessment and
improvement studies; taking and monitoring corrective action to achieve compliance with
medical management policies and procedures; providing guidance to the Medical Director of the
Corporation; and acting as directed by the Board to hear concerns or grievances raised by
Class A Members and others.
(b) Contracting and Negotiating Committee. The Contracting and
Negotiating Committee shall be composed of between three (3) and seven (7) members, with
approximately one-half of the members representing the Class A Members and one-half of the
members representing the Class B Member. The committee shall be responsible for negotiating
and approving contracts and contract terms to be entered into between the Corporation or the
Members and payors for health services, and other contracts into which the Corporation
proposes to enter.
(c) Credentials Committee. The Credentials Committee shall be
appointed by the directors representing the Class A Members, subject to the approval of the
remaining directors, which approval shall not be withheld except for good cause. The committee
shall be composed of at least three (3) members, at least fifty percent (50%) of which are
Primary Care Physicians. The committee shall be responsible for reviewing and approving the
credentials of physicians seeking to become Class A Members or to enter into participating
physician agreements.
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(d) Nominating Committee. The Nominating Committee shall be
appointed by the directors representing the Class A Members. The committee shall be composed
of at least three (3) members, all of whom shall be Class A Members. The committee shall be
responsible for nominating Class A Members to stand for election as directors representing the
Class A Members.
Section 4.8-2 Quorum. A majority of the members of a Board committee shall
constitute a quorum for the transaction of business at any meeting of the committee, unless
Otherwise specifically provided by the Articles of Incorporation, these Bylaws, or the Board.
If less than a majority of the members of the committee is present at such meeting, a majority
of the committee members present may adjourn the meeting from time to time without further
notice, until a quorum shall be present.
Section 4.8-3 Adembi sWIR, The Board shall have the power at any time to
change the number of members of any such committee, to fill vacancies, or to discharge any
member of any such committee. Neither the designation of one or more such committees, the
designation to any committee of authority, nor the action by any such committee shall operate
to relieve the Board, or any individual director, of any responsibility imposed upon it or such
director by law. Committee members shall be indemnified as are directors as described in the _
Articles of Incorporation.
Section 4.9 Action Without A Meeting. Any action required or permitted to be taken
at a meeting of the Board or any Board committee may be taken without a meeting if a consent
in writing, describing the action so taken, is signed by all the directors or committee members,
as the case may be. Action taken by such written consent shall be effective when the last
director or committee member signs the consent, unless the consent specifies a different effective
date.
Section 4.10 Come cation, Unless otherwise provided by the Board, directors shall
not receive any compensation for their services, except they shall be allowed a reasonable
amount as reimbursement of approved expenses incurred in attending to their authorized duties.
Section 4 11 i
. A director may resign at any time by delivering written notice
to the Board, the President, or the Corporation. A resignation is effective when the notice is
delivered, unless the notice specifies a later effective date. If a resignation is made effective at
a later date, the pending vacancy shall be filled by a majority vote of the directors in the class
in which the vacancy occurs. The successor shall not take office until the effective date of the
resignation.
Section 4.12 Meeting by..T 10h9ne. Directors may participate in and hold a regular or
special meeting by means of a conference telephone or any similar communications equipment
by means of which all persons participating in the meeting may simultaneously hear each other.
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ARTICLE V
OFFICERS
Section 5.1 Number and Classification. The officers of the Corporation shall be the
President, one or more Vice Presidents, the Secretary, the Treasurer, and such other officers
and assistant officers and agents as may be deemed necessary and appointed by the Board. Any
two or more offices may be held by the same person, except the offices of President and
Secretary.
Section 5.2 Election: Tr
rm• Qualification. Officers shall be elected annually by the
Board at the first meeting of the Board following the annual meeting of the Members. Each
officer shall hold office until such officer's successor has been duly chosen and qualified or until
his death, resignation, or removal. The directors representing each class of Members shall
alternate in selecting the President. The first President shall be a Class A Member selected by
the directors representing the Class A Members. An approximately equal number of officers
shall be selected by the directors representing each class of Members.
Section 5.3 Removal. Any officer or agent elected or appointed by the Board may be
removed, with or without cause, at any time by a vote of the majority of the directors who arez-
entitled to vote on the officer or agent, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an officer or agent
shall not of itself create any contract rights.
Section 5.4 Vacancies. Any vacancy in any office for any cause may be filled by the
Board for the unexpired portion of the term. The replacement officer or agent shall be elected
or appointed by the directors who would have been entitled to vote on the predecessor officer
or agent.
Section 5.S_ Duties. The officers of the Corporation shall have such powers and duties,
except as modified by the Board, as generally pertain to their respective offices, as well as such
powers and duties as from time to time shall be conferred by the Board and by these Bylaws.
Section 5.5-1 President. The President shall be the Chief Executive Officer of
the Corporation, and shaU have general direction of the affairs of the Corporation and general
supervision over its several officers, subject however, to the control of the Board. The President
shall: (a) at each annual meeting, and from time to time, report to the Members and to the
Board on all matters within the President's knowledge, which, in his opinion, the interest of the .
Corporation may require to be brought to their notice; (b) preside at all meetings of the Board
and act in such capacity as is necessary to transact the business of the Board at such meetings-
and at any other times designated by the Board; (c) preside at all meetings of the Members; (d)
report to the Members on behalf of the Board at each annual meeting of the Members; (e) sign
and execute in the name of the Corporation all contracts or other instruments authorized by the
Board, except in cases where the signing and execution thereof shall be expressly delegated or
permitted by the Board or by these Bylaws to some other officer or agent of the Corporation;
and (f) in general, perform all duties incident to the office of President, and such other duties
as from time to time may be assigned by the Board or as are prescribed by these Bylaws.
0
a u
Section 5.5-2 Vice President. At the request of the President, or in his absence
or disability, the Vice President (if more than one, as designated by the Board or, in the absence
of such designation, as determined by the length of time each has held the office of Vice
President continuously) shall perform the duties of the President, exercising all powers of and
subject to all restrictions on that office. Any action taken by a Vice President in the
performance of the duties of the President shall be conclusive evidence of the absence or
inability to act of the President at any time such action was taken. The Vice President shall
perform such other duties as may from time to time be assigned to him by the Board or the
President.
Section 5.5-3 Sect. The Secretary shall: (a) prepare the minutes of all
meetings of the Members and of the Board and keep such minutes, as well as the minutes of all
committees of the Board, in one or more books provided for that purpose; (b) see that all notices
are duly given in accordance with the provisions of these Bylaws or as required by law; (c) serve
as custodian of the corporate records of the Co (d) have general charge of such books
and papers as the Board may direct, including, without limitation, a record of the
addresses of all Members in alphabetical order, all of which shall, at all reasonable times, be
open to the examination of any Member, or his agent or attorney, for any proper purpose; and
(e) authenticate records of the Corporation. The Secretary shall also perform all duties and-
exercise all powers incident to the office of the Secretary the Board or the President from time to time may assign or confer.other duties and powers as-
Section 5.5-4 Treasurer, The Treasurer shall: (a) keep complete and accurate
books and records of account, showing accurately at all times the financial condition of the
Corporation; (b) be the legal custodian of all monies, notes, securities, and other valuables that
may from time to time come into the possession of the Corporation; and (c)
of the Board, or whenever requested, a statement of the financial condition off thesCo at
meetings
ration.
The Treasurer shall also perform all duties and exercise all powers incident to the office of the
Treasurer and such other duties and powers as the Board or the President from time to time may
assign or confer.
Section 5-5 AWA nt Officers, Any assistant officer appointed
shall have power to perform, and shall perform, all duties incumbent n tat office of the
Corporation, respectively, subject to the general direction of such officers, and shall perform
such other duties as the Bylaws may require or the Board may prescribe
Section 5 De1e¢aWm. The BOard may delegate temporarily the
any officer of the Corporation, in case of his absence or for any other reason, taoany of er
officer, and may authorize the delegation by any officer of the Co Y other .
and duties to any agent or employee subject to the general supervision by such officers mowers
Section5 7 Salaries. The salaries or other compensation of the officers sal be fixed
from time to time by the Board. No officer shall be-prevented from receiving such salary or
other compensation by reason of the fact that he is also a director of the Corporation.
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ARTICLE VI
MISCELLANEOUS
Section 6.1 Contracts. The Board may authorize any officer or officers or agent or
agents of the Corporation to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation, and such authority may be general or confined to
specific instances. Unless so authorized by the Board or by these Bylaws, no officer, agent, or
employee shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable pecuniarily for any purpose or any
amount.
Section 6.2 Checks, Drafts Orders for Payment. All checks, drafts, or other orders for
the payment of money and all notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers of the Corporation and in such manner
as shall from time to time be determined by resolution of the Board.
Secti=3_ D=sitories. All funds of the Corporation shall be deposited from time to
time to the credit of the Corporation in one or more such banks, trust companies, or other
depositories as the Board may from time to time designate, upon such terms and conditions asz
shall be fixed by the Board. The Board may from tune to time authorize the opening and-
keeping, with any such depository as it may designate; of general and special bank accounts and
may make such special rules and regulations with respect thereto, not-inconsistent with the
provisions of these Bylaws, as it may deem necessary.
Section°
Section 6.9 Transactions in Which Directors or Officers Are Interested.
Section 6.9-1 Transaction. No contract or other transaction between the
Corporation and one or more of its directors or officers, or between the Corporation and any
other corporation, firm, or entity in which one or more of the Corporation's directors or officers
are directors or officers, or have a financial interest or whose immediate family members have
a financial interest, shall be void or voidable solely because of such relationship or interest, or
solely because such director(s) or officers) is (are) present at or participates in the meeting of
the Board or a committee thereof that authorizes, approves, or ratifies such contract or
transaction, or solely because his or their votes are counted for such purposes, if:
A. The fact of such relationship or interest is disclosed or known to
the Board or the committee that authorizes, approves, or ratifies the contract or
transaction by a vote or consent sufficient for the purpose without counting the
votes or consents of such interested director(s) or officer(s); or
B. The contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized by the Board or a committee thereof.
Section 6.9-2 Qom, Interested directors or officers may be counted in
determining the presence of a quorum at a meeting of the Board or of a committee thereof that
authorizes, approves, or ratifies such contract or transaction.
Section 6 10 Contracts for Provision of Services. No person or a contract with the Corporation relative to the provision of health care services person or entity is appropriately
licensed or certified to provide such services and has been
approved by the Credentials Committee of the Corporation.
ARTICLE VII
AMENDMENTS
Section 7 1 fig, , The Bylaws may be altered, amended, or re
Bylaws adopted, by the Board at a special meeting.► and new
ADOPTED as of the 3rd day of February, 1994.
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SECRETARY'S CERTIFICATE
THIS IS TO CERTIFY that the foregoing Bylaws of Orange Physician Hospital
Organization have.been duly adopted by resolution of the Board dated as of the 3rd day of
February, 1994.
IN WITNESS WHEREOF, the undersigned, the duly elected and acting Secretary of the
Corporation, has signed this certificate as of the 3rd day of February, 1994.
i
Spy E. D , Secretary
05827 04218 HOUSTON 8076
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ATTACHMENT-F
PURCHASER'S ELIGIBILITY REQUIREMENTS
AND VERIFICATION PROCEDURES
Memorial Health Network, Inc.
Health Track
9494 Southwest Fwy, Suite 300
Houston, Texas 77074
ATTACHMENT-G
THIRD PARTY ADMINISTRATOR
Memorial Health Network, Inc.
Health Track
9494 Southwest Fwy, Suite 300
Houston, Texas 77074
= ATTACHMENT-H
BAPTIST HOSPITAL, ORANGE
RATESTRUCTURE
Baptist Hospital,Orange is a medical facility providing medical services in the State of Texas.
ALL CHARGES CONTAINED HEREIN ARE EXCLUSIVE OF PHYSICIANS
CHARGES.
ACUTE CARE-INPATIENT
*Medical $975/day
*Surgical $995/day
*ICU $1,200/day
*Telemetry $1,000/day
Skilled Nursing Unit $450/day
(Opening to be announced)
Labor&Delivery-Normal 24 hrs-$1,200
48 hrs-$1,700
$500 per day after 48 hours
Cesarean Section Day One-$1,500
$700 per day after 24 hours
Boarder Baby $300 day
*Items not included in the per diem rates are: pacemakers,prosthesis devices, and chemotherapy
drugs. These items will be reimbursed at a thirty percent (30%) discount from the facility's
billed charges.
ACUTE CARE-OUTPATIENT
General Outpatient Services will be reimbursed at a thirty-five percent(35%)discount from the
facility's billed charges.
Emergency Room facility charges will be based on the level of acuity and reimbursed at a thirty-
five percent(35%)discount from the facility's billed charges.
Out-Patient Laboratory Services will not be discounted due to the reduced fees implemented to
compete with national laboratories. A fee schedule can be provided upon request.
. s
M ATTACHMENT-H
Out-Patient KILL Scans
Excluding Contrast Medium $700/scan
With Contrast Medium $800/scan
Out-Patient C.T.Scans
With or without contrast $450/scan
REHABILITATION SERVICES-INPATIENT
General Rehabilitation $800/day
REHABILITATION SERVICES-OUT-PATIENT
Outpatient Services will be reimbursed at thirty-five (35%) discount from the facility's billed
charges.
WORKERS' COMPENSATION
Facility agrees to accept as payment in full for services rendered to Insureds pursuant to this
Agreement ninety percent(90 1/o)of the maximum reimbursement allowed by the State Workers'
Compensation Fee Schedule,contractual rates or billed charges,whichever is less.
OTHER CONSIDERATIONS
STOP LOSS
Appropriate Level of Care per diem rates as specified above shall apply to billed charges up to a
total aggregate amount of$30,000. Billed charges exceeding $30,000 shall be reimbursed at
seventy-five percent(75%)of billed charges.
OTHER PROCEDURES
Baptist Hospital, Orange sub-contracts with a number of hospitals to provide cardiac
catheterization. This service will still be provided via Baptist Hospital, Orange at outpatient
discount rates. This does not include ambulance transfers for services. The ambulance transfers
must be negotiated with Orange County Ambulance Service.