Loading...
HomeMy WebLinkAboutRES 94-351 f d RESOLUTION NO. - ✓' BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager is hereby authorized to execute contractual agreements with St. Elizabeth Hospital and with Baptist Physician Hospital Organizations for health care services rendered to employees/retirees/COBRA participants and/or their dependents for a period of one year with the option for annual renewal. The agreements are substantially in the form attached hereto as Exhibits "A" and 'B". PASSED BY THE CITY COUNCIL of the City of Beaumont this the,,� day of 1994. - Mayor - 1 HEALTH CARE SERVICES AGREEMENT By and Between BAPTIST PHYSICIAN HOSPITAL ORGANIZATION and CITY OF BEAUMONT THIS HEALTH CARE SERVICES AGREEMENT, made and entered into on the thirtieth day of November, 1994, is by and between BAPTIST PHYSICIAN HOSPITAL ORGANIZATION ("PHO"), a Texas nonprofit corporation, and CITY OF BEAUMONT ("Health Service Purchaser" or "Purchaser"), a Texas Municipal Government. 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 Care Benefit Plan that has contracted with or is offered by Health Service Purchaser; and WHEREAS, PHO is a physician hospital organization, organized 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 manner consistent with good medical practice;and WHEREAS,PHO is authorized by its participating providers to enter into this Agreement on their behalf and has secured agreements with the hospital(s) and physicians listed in Attachment A, as 05844 01716 HOUSTON 13414 EXHIBIT "A" 1 2 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 terms 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. IL 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 Copavment 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. -2- 05844 01716 HOUSTON 13414 f 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. -3- 05844 01716 HOUSTON 13414 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 of Southeast Texas 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 -4- 05844 01716 HOUSTON 13414 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. M Duties of PHO. 3.1 Nature of PRO'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 (30) 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. -5- 05844 01716 HOUSTON 13414 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 -6- 05844 01716 HOUSTON 13414 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 -7- 05844 01716 HOUSTON 13414 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. 4.3 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, Purchase's TPA or UR 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 PIans' 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. -8- 05844 01716 HOUSTON 13414 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 Party 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 Reuorts. 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. -9- 05W 01716 HOUSTON 13414 DEC-15-1994 10:30 FROM ,T HOSP SYS ADM IN TO q-8803108 P.02, 5.2-1 Submission of Billings. A. Qubatient 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 Pwthase>'s or Payoes TPA,within thirty(30)days of the calendar day on which services are performed: B. patient 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 (Le., 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. A- OSS44 01716 HOUSTON 13414 -10- A. Timing. 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 Relationshin 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 -11- 05844 01716 HOUSTON I3414 t or create a partnership,joint venture, or employment relationship between the parties hereto or any of their contractors. 6.2 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 fait 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 pwVs 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. -12- 05W 01716 HOUSTON 13414 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 Optional 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 PHO'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, -13- 05844 01716 HOUSTON 13414 obseived, 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 thereof 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 (3 0) 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. VIM Miscellaneous. -14 05844 01716 HOUSTON 13414 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. 81 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 -15- 05844 01716 HOUSTON 13414 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 -16- 05844 01716 HOUSTON 13414 l 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: Glenda Lundy PHO: Baptist Physician Hospital Organization 3576 College Street Beaumont, Texas 77701 Attn: Hal Patton or to such other address, and to the attention of such other person or officer as either party may designate, in writing. 8.13 Severability. 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. -17- 05844 01716 HOUSTON 13414 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. 05944 01716 HOUSTON 13414 -18- i IN WTIWESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals by their duly authorized officers, all as of the date first above written. BAPTIST PHYSICIAN HOSPITAL BEAUMONT INDEPENDENT SCHOOL ORGANIZATION DISTRICT By: By. Rogelio Mendoza,M.D. President By: Hal Patton Executive Director 05844 01716 HOUSTON 13414 -19- DRAFT ST. ELIZABETH PHYSICIAN HOSPITAL ORGANIZATION SOUTHEAST TEXAS HEALTH NETWORK RECEIVED PPO SERVICES ACCESS AGREEMENT ".LL. 1 V 194 CITY OF BEAU.-VC -r EXECUTIVE OFFICE THIS PPO SERVICES ACCESS AGREEMENT(the"Agreement")is made and entered into this 1st day of January , 1995, by and between City of Beaumont ("PPO"), and St. Elizabeth Physician Hospital Organization/Southeast Texas Health Network, a Texas nonprofit corporation ("P. HO"). The effective date of this Agreement shall be January 1, 1995_(the "Effective Date"). RECITAL-a: WHEREAS, PPO has undertaken and will in the future undertake to enter into contracts ("Payor Contracts") with employers or duly authorized representatives of employers who arrange and provide reimbursement for certain health care services furnished to Beneficiaries (as defined herein); WHEREAS, under the terms of the Payor Contracts, PPO is obligated to make available to Beneficiaries health care providers who will provide such health care services on certain favorable terms; WHEREAS,PHO has assembled a network of hospital and physician providers in the greater Beaumont-Port Arthur-Orange metropolitan area; and WHEREAS,PPO desires to utilize the PHO hospital/physycian provider network to provide 41 health care services under the Payor Contracts to Beneficiaries,and PHO wishes to make its network available to PPO and its Payors in order to provide such services: PPO Services Access Agreement(Hospital) 8/92 (Page L) t;xHIBIT "B" 7i '_T NOW WHEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged and confessed, PPO and PHO agree as follows: AGREEMENT: Section 1. The Preamble and Recitals set forth above are hereby incorporated into and made a part of this Agreement. Section 2. Definitions. Except where the context requires otherwise, the following terms shall have the meanings as set forth below: 2.1 "Beneficiaries" means the employees, dependents and any other persons who are eligible for benefits under the Benefit Plan sponsored by a Payor. 2.2 "Benefit Plan" means a written employee welfare benefit plan setting forth a Payor's obligations to provide health care benefits to its Beneficiaries. 2.3 "Copayment" means any amount, including so-called "deductibles" and "coinsurance," that are required to be paid to the Participating Providers by the Beneficiary, and not by the Payor, under the Payor's Benefit Plan. 2.4 "Covered Services" means those health care services for which a Payor is obligated to pay pursuant to its Benefit Plan. 2.5 "Participating Provider" means a hospital licensed by the State of Texas and a physician licensed by the State of Texas, which, pursuant to a contractual arrangement with PHO, agrees to provide Covered Services to a Payor's Beneficiaries under the terms of this Agreement. PPO Services Access Agreement(Hospital) 8/92 (Page 2) DRAFT 2.6 "Utilization Review/Quality Assurance Plan" means the plan developed and administered by PPO or a duly designated third party, included as Exhibit B, that has been agreed to by PHO, to monitor and review the delivery by Participating Providers of Covered Services and to determine whether such services are provided in a cost-efficient and appropriate manner in conformance with the Payor Contracts. 2.7 "Payor" means each employer or duly authorized representative of an employer with which PPO has entered into a Payor Contract. Section 3. PHO's Responsibilities. 3.1 Network. PHO has assembled a network of health care providers for which it acts in an administrative capacity to assist in arranging for managed health care contract opportunities. A current list of such providers is attached hereto as Exhibit A(the "Network"). 3.2 Access to Network. PHO shall present the terms of this Agreement and of the Payor Contracts to those hospitals and physicians that are members of the Network. PHO shall furnish PPO with a list of the Participating Providers. PHO shall update this list from time to time as appropriate. 3.3 Termination and Addition of Participating Providers. PHO reserves the right to terminate any provider and to add additional providers as a Participating Provider during the term of this Agreement. Neither the termination nor addition of one or more Participating Providers during the term of this Agreement shall terminate or be cause for termination of this Agreement by PPO. Only PHO may terminate or add a provider to the Network as a Participating Provider, although PPO may request that a Network provider be added as a Participating Provider or that a Participating Provider's status be terminated for specific material cause. PPO Services Access Agreement(Hospital) 8/92 (Page 3) MAFT 3.4 Accebtance and Termination of Pa, ors. So long as the terms of the Payor Contracts are uniform,PPO may add Payors to this Agreement. Each Participating Provider agrees to provide Covered Services to each Payor's Beneficiaries. However, in accordance with the provisions of Section 8.2.4 of this Agreement, PHO may terminate any Payor's status and after the effective date of such termination, no Participating Provider shall be obligated to provide Covered Services to that Payor's Beneficiaries. Section 4. PPO's Responsibilities. 4.1 Marketing. PPO, under the terms of each Payor Contract, will encourage Beneficiaries to use Participating Providers. One way in which such usage shall be encouraged is the establishment by PPO through each Payor Contract of minimum Copayment differentials, i.e., establishing a lower Copayment for use of a Participating Provider than for use of another provider for Covered Services. The Copayment differentials and other marketing efforts must be agreed to by PHO before implementation. All of PPO's and any Payor's communications or promotional materials given to Beneficiaries with respect to this Agreement,other than listing PHO or the names and addresses of Participating Providers, shall be approved in advance in writing by PHO. PPO's and each Payor's use of PHO's and/or any Participating Provider's name in such a manner shall cease immediately upon termination or expiration of this Agreement. 4.2 Identification of Beneficiaries. PPO will furnish or arrange to furnish all Beneficiaries with an identification card that states the Benefit Plan under which they are covered and the phone number for Participating Providers to call to verify eligibility and coverage. PPO will implement or arrange to implement a system acceptable to PHO,whereby a Participating Provider can verify whether a particular person is in fact a Beneficiary and the Covered Benefits to which such person is entitled on a 24 hour a day, seven days a week basis. If a Participating Provider PPO Services Access Agreement(Hospital) 8/92 (Page 4) DRAFT verifies, by means of such system,that a particular person is a Beneficiary or that particular services are Covered Services, a Payor may not subsequently deny, withhold, or reduce payment on the grounds that such information was incorrect. 4.3 Terms of Pavor Contracts. PPO will furnish PHO with copies of the complete terms of its standard form,as well as any particular Payor Contracts with any modifications thereto,within thirty(30)days of PHO's request. If any Benefit Plan is modified in any manner that may affect a Participating Provider, such as the addition to or deletion from Covered Services,PPO shall provide notice of such modification in such detail as PHO shall reasonably require, at least thirty (30) days before such modification will become binding on any Participating Provider. 4.4 Utilization Review. PPO shall establish and maintain a Utilization Review/Quality Assurance Plan either directly or through a third parry that has been approved by PHO. Such Plan shall be administered in accordance with the procedures described in Exhibit B to this Agreement. 4.5 Reports. PPO shall provide to PHO no less frequently than by the fifteenth(15th) day of each month, each and every report set forth in Exhibit F. PPO shall also at such time confirm to PHO the identity of any Payors who have executed or renewed Payor Agreements or whose Provider Agreements terminated during such time. PPO shall promptly provide to PHO any notice, demand,claim or other communication it receives relating to PHO,any Participating Provider or the relationship being created by this Agreement generally. 4.6 Benefit Plan Policies. PPO shall deliver to PHO copies of any policies, rules, regulations, operating manuals or utilization review/quality assurance plans, and any modifications thereof(collectively "Policies")that a Payor or its designee has developed,or may from time to time develop, to govern the administration of its Benefit Plan. Unless PHO objects to such Policies in PPO Services Access Agreement(Hospital) 8/92 (Page 5) DRAFT writing within-forty-five (45) days after receipt, such Policies shall be binding on all Participating Providers at the conclusion of that 45-day period. Section 5. Representations and Warranties. 5.1 By PHO. PHO hereby represents and warrants to PPO that PHO is a Texas non-profit corporation in good standing under the laws of the State of Texas and has taken all corporate action requisite to entering into this Agreement. 5.2 By PPO. PPO hereby represents and warrants to PHO: (a) PPO is a in good standing under the laws of the State of and possesses all licensure and certificates necessary to transact its business in the State of Texas and has taken all necessary action requisite to enter into this Agreement. (b) PPO is authorized and empowered under the Payor Contracts to enter into this Agreement on behalf of and thereupon bind the Payors to the obligations placed on the Payors hereunder. (c) PPO has endeavored to enter into Payor Contracts with Payors who are in a financial condition that enables them to meet timely their financial obligations hereunder to the Participating Providers. (d) The Covered Services are the types of services generally offered by Network providers. (e) There are no provisions in the Payor Contracts that prohibit or limit compliance with the provisions of this Agreement by PPO or any Payor. PPO Services Access Agreement(Hospital) 8/92 (Page 6) ' A Section 6. Payment of Participating Providers. 6.1 Payment Rates. For Covered Services furnished to Payor's Beneficiaries by a Participating Provider, Payor will pay such Participating Provider in accordance with the payment rates specified in Exhibit C hereto, less any applicable Copayment. These payment rates shall be in effect for the term of this Agreement, subject to renegotiation prior to the anniversary date of the Agreement for any renewal period. No changes to the payment rates may occur unless mutually agreed to in writing by the parties. 6.2 Submission of Claims and Pavment Thereof. Each Payor or its designated claims administrator will pay all claims properly submitted to it by Participating Providers as soon as possible, but in no event later than thirty (30) days after Payor receives such claims, unless such claims are subject to subrogation,coordination of benefits or audit procedures that are a part of the Policies. If a Payor fails to pay claims properly submitted as provided herein, then, in accordance with the terms of their contractual arrangement with PHO, Participating Providers may elect to: a)continue providing Covered Services to Beneficiaries,such services to be paid at the Participating Provider's normal charges, or b)cease providing Covered Services to Beneficiaries, upon notice to the Payor by PHO or the Participating Provider(s)affected. A claim will be considered properly submitted to a Payor if it contains the information listed on Exhibit D to this Agreement. Participating Providers will submit claims for payment to Payors (or their designated claims administrator) no later than ninety (90) days after the date the services are provided to the Beneficiary. PPO Services Access Agreement(Hospital) 8/92 (Page 7) DRAF • • 6.3 -Rejection of Claims. If a Payor rejects any claim submitted by a Participating Provider for payment, in whole or in part, it shall promptly notify but in no event later than five (5) business days, the Participating Provider or Beneficiary, as appropriate, of such rejection. Such notice shall state specifically and in detail the reason for the rejection of payment. The Participating Provider shall be given an opportunity to document the services rendered,necessity of treatment or adequacy thereof, or otherwise substantiate its right to receive payment. If a claim is rejected partially, the Payor shall nonetheless make payment timely of the portion of the claim it has not rejected. Notwithstanding anything in this Agreement to the contrary, no payments for covered services shall be denied retrospectively on grounds of medical necessity as long as Participating Provider has adhered to the requirements of the PPO's Utilization Review/Quality Assurance Plan. 6.4 Billing of Beneficiaries. A Participating Provider shall not be entitled to compensation for,and shall not bill a Payor,a Payor's claims administrator,or a Beneficiary for non- Covered Services provided to a Beneficiary unless such Beneficiary or his/her lawfully authorized representative, with full knowledge of the determination that the services are not Covered Services, has agreed to pay therefor. Participating Providers are allowed to collect the Copayment on Covered Services and payment for any non-Covered Services properly payable by a Beneficiary at the time the service is provided or at any time thereafter. 6.5 Coordination of Benefits. Pursuant to their contractual arrangement with PHO, Participating Providers have agreed to comply with the applicable coordination of benefits and subrogation provisions contained in a Payor's Benefit Plan(s) and in Medicare, Medicaid and other federal or state entitlement programs. PPO Services Access Agreement(Hospital) 8192 (Page 8) DRAFT Section 7. Access Fee. Not Applicable Section 8. Term and Termination., 8.1 Term. This Agreement shall become effective on the Effective Date and shall continue in effect for one(1)year therefrom, unless terminated earlier pursuant to Section 8.2. This Agreement will be renewed for additional successive one (1) year terms unless (a) terminated in accordance with Section 8.2,or(b) PPO and PHO are unable to agree on renegotiated payment rates under Section 6.1 within sixty (60) days prior to end of any one(1) year term. 8.2 Termination. This Agreement may be terminated prior to its expiration upon the occurrence of any of the following: 8.2.1 Failure to Obtain Required License. This Agreement may be terminated immediately by either party, upon written notice to the other party, if it is established that either party requires and has not secured a license or governmental approval or exemption in order to enter into or perform this Agreement. 8.2.2 Insolvency. This Agreement may be terminated immediately by either party, upon written notice to the other party, if either party is adjudged bankrupt, becomes insolvent, has a receiver of its assets or property appointed,makes a general assignment for the benefit of creditors, or institutes or causes to be instituted any procedure for reorganization or rearrangement of its affairs. 8.2.3 Material Breach. Except as provided in Section 8.2.4, if either PPO or PHO materially breaches this Agreement, written notice by the non-breaching party must be given specifying the breach. If, after the parties confer in good faith, the dispute has not been resolved or PPO Services Access Agreement(Hospital) 8/92 (Page 9) DAFT the breach not cured within thirty (30) days of the notice, this Agreement may be terminated immediately by the nonbreaching party upon written notice to the breaching party. 8.2.4 Failure to Pay y a Payor. If a Payor fails to make payment to a Participating Provider,or PPO fails to make timely payment of the access fees(when applicable)when due under this Agreement, PHO may terminate this Agreement as a whole or, in the case of the failure of an individual Payor(s)to make timely payments PHO may terminate this Agreement as to such Payor(s) only, upon fifteen(15) days' prior written notice to PPO. 8.2.5 Without Cause. Either party may terminate this Agreement at anytime with or without cause,by providing written notice to the other party at least thirty (3 0) days prior to the date of termination. 8.2.6 Renegotiation of Rates. If PHO exercises the right to renegotiate rates but is unable to agree with PPO on such rates, PHO may terminate this Agreement by providing notice at least thirty (30) days prior to the date of termination. 8.3 Effect of Termination or Expiration. Neither termination or expiration of this Agreement nor termination or expiration of a Participating Provider's obligation to provide Covered Services to Beneficiaries of a Payor shall relieve a Payor of its obligation to make payment for Covered Services furnished prior to the termination or expiration. To the extent Participating Providers are required under their contractual arrangement with PHO to continue to provide Covered Services to any Beneficiaries after the time of termination or expiration,Payor shall compensate such Participating Providers for any such care furnished in accordance with such Participating Providers' normal charges. Section 9. Confidentiality of Information. PPO Services Access Agreement(Hospital) 8/92 (Page 10) !")RAFT 9.1 -Non-Discl sure of Confidential Information. In the course of the relationship between PPO and PHO, the parties may disclose certain confidential information ("Confidential Information")to each other. Confidential Information includes any information made confidential by law, including patients' medical records. The parties shall use their best efforts to protect all Confidential Information and will only release or use in conformance with applicable law. The parties' obligations under this section shall survive any termination of this Agreement. A Participating Provider may make a reasonable charge to PPO, a Payor, a Beneficiary or any other party for making a copy of patient records. 9.2 Legal Restrictions. No party shall be in default hereunder for failure to supply information which cannot be supplied due to prevailing law or for disclosing otherwise Confidential Information as required by prevailing law. Section 10. Relationship of the Parties. It is mutually understood and agreed that PHO, PPO, each Payor, and each Participating Provider are at all times acting and performing as independent contractors. None of the parties shall be considered an employee of, or a joint venturer with, the other party, nor shall any Participating Provider be considered an employee of, or a joint venturer with, either party hereto. No party shall be liable to third parties for any act or omission of another party. Section 11. Notice. Any notice,request,demand',instruction or other document required or permitted to be given hereunder shall be in writing and, except as otherwise provided for herein, shall be deemed duly given: (a)on receipt if delivered personally or by commercial courier service or if sent by prepaid telex,telegram, by facsimile or by other instantaneous electronic transmission device, or(b) on the PPO Services Access Agreement(Hospital) 8/92 (Page 11) DF-ZAFT third day after-deposit(unless a different date is shown on the return receipt)if sent postage prepaid registered or certified United States mail, return receipt requested, as follows: If to PHO: Executive Director St. Elizabeth PHO/Southeast Texas Health Network 2300 Hwy 365 Suite 610 Nederland, TX 77627 Facsimile No.: (409) 721-6034 If to PPO: Facsimile No.: (_) Section 1.2. Miscellaneous. 12.1 Entire Agreement. This Agreement together with the Exhibits hereto, which are incorporated herein by this reference,sets forth the entire agreement and understanding of the parties as to the subject matter hereof and supersedes all prior or contemporaneous discussions, agreements, and understandings of any nature between the parties relating to this subject. 12.2 Assignment. Neither party may assign this Agreement or its rights hereunder, nor delegate its duties,without the prior written consent of the other party;provided,however,that PHO may, upon written notice to PPO, assign this Agreement to a subsidiary or entity related by ownership or control without PPO's consent. 12.3 Amendment. This Agreement may be amended only by a written instrument executed by PPO and PHO. 12.4 Severabi!4. The Sections, Paragraphs and individual provisions contained in this Agreement shall be considered severable from the remainder of this Agreement and in the event that any Section, Paragraph or other provision should be determined to be unenforceable as written for any reason, such determination shall not adversely affect the remainder of the Sections, Paragraphs PPO Services Access Agreement(Hospital) 8/92 (Page 12) DR,4AFT or other provisions of this Agreement. It is agreed further, that in the event any Section, Paragraph or other provision is determined to be unenforceable, the parties shall use their best efforts to reach agreement on an amendment to the Agreement to supersede such severed Section, Paragraph or provision. 12.5 Remedies: Governing Law; Venue. In addition to the remedy of termination, the parties shall have the right to pursue any remedy available at law or in equity as a consequence of a breach of this Agreement following notice of the breach to the breaching party and failure by such party to cure the breach. This Agreement shall be construed and enforced pursuant to the laws of the State of Texas except to the extent preempted or governed by the laws of the United States of America. Venue of any legal action arising from this Agreement shall be in Jefferson County, Texas. 12.6 Counterparts. Multiple copies of this Agreement shall be executed by PPO and PHO and they may be executed in multiple counterparts, all of which when taken together shall constitute one instrument. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above. ST. ELIZABETH PHO: CITY OF BEAUMONT: By: By: Name: Name: Title: Title: PPO Services Access Agreement(Hospital) 8/92 (Page 13)