Title: SOUTHWEST TEXAS LIMO, INC
Author: Valued Gateway Client
Last saved by: Carol Livingston
Company: SWMIPA

SOUTHWEST TEXAS HMO, INC.
d/b/a HMO BLUE® TEXAS

MEDICAL GROUP AGREEMENT
FOR HMO NETWORK PARTICIPATION

This Medical Group Agreement (“Agreement”) is entered into by and between Southwest Texas HMO, Inc., d/b/a HMO Blue Texas, a health maintenance organization (HMO) certified under Texas Insurance code Chapter 843, (hereinafter referred to as “HMO Blue”) and Southwest Medical IPA     , a legal entity comprised of individuals duly licensed as M.D.’s or D.O.’s in the state of Texas (hereinafter referred to as “Medical Group”).

Any notice required to be given pursuant to the terms and provisions hereof shall be in writing and sent to HMO Blue at:

Southwest Texas HMO, Inc.
d/b/a HMO Blue Texas
5225 South Loop 289 Suite 207
Lubbock, Texas 79424

• and to Medical Group and/or Medical Group Providers at:

Southwest Medical IPA
3803 22nd Street
Lubbock, Texas 79410

MEDICAL GROUP AGREEMENT

PART I. DEFINITIONS

AFHC Program means HMO Blue’s Away From Home Care Program.

Agreement means this contract and all attachments and amendments appended hereto.

BlueCard Program means an agreement among participating Blue Cross and Blue Shield Association affiliated plans pursuant to which enrollees of such plans may access the provider network of such plans when they are away from the service area of their home plan.

Capitated Services means those Covered Services as defined in Attachment A for which a Participating Provider receives Capitation in lieu of fee-for-service payments.

Capitation means a payment system which pays a fixed actuarially determined amount per month for each HMO Blue Member and which may be based on such factors as age, sex and benefit plan.

Capitation Fees means, if applicable, the amount prepaid by HMO Blue in exchange for a Participating Provider’s obligation to render the Capitated Services set forth in Attachment A pursuant to the terms of the Agreement.

Clean Claim means a clean claim as defined by applicable Texas law and regulation.

Coinsurance means, if applicable, the specified percentage of the fee for a Covered Service that is
payable by the Member pursuant to the Membership Agreement. The Member’s obligation to make
Coinsurance payments may be subject to an annual out-of-pocket maximum specified in the Membership Agreement.

Copayment means the amount required to be paid to Medical Group or Medical Group Provider by or on behalf of a Member in connection with the services rendered by the Medical Group or Medical Group Provider.

Covered Services means those health services specified and defined as Covered Services under the
	terms of a Member’s Health Plan.

Debarment means the prohibition of a Provider from receiving reimbursement for services provided
under any federal health benefit plan or program, including, without limiting the foregoing, Medicare,
Medicaid, and the Federal Employees Health Benefits Plan (“FEP”), as reported by the federal Office of Personnel Management (“OPM”), Office of the Inspector General (“OIG”), the Center for Medicare and Medicaid Services (“CMS”), Office of Foreign Asset Control (“OFAC”) or other applicable agency.

Deductible means, if applicable, the specified annual amount of payment for certain Covered Services, expressed in dollars, that the Membership Agreement requires the Member to pay before the Member can receive any benefits under the Membership Agreement for the covered Services to which the Deductible applies.

Delegated Entity means an entity other than a health maintenance organization authorized to do business under the Texas HMO Act that, by itself, or through subcontracts with one or more entities, undertakes to arrange for or to provide medical care or health care to Members in exchange for predetermined payment on a prospective basis and that accepts responsibility to perform on behalf of Health Plan any function regulated by the HMO Act. The term does not include an individual physician or a group of employed physicians practicing medicine under one federal tax identification number and whose total claims paid to providers not employed by the group is less than twenty percent (20%) of the total collected revenue of the group calculated on a calendar year basis.

Delegated Network means any Delegated Entity that assumes total financial risk for more than one of the following categories of health care services: medical care, hospital or other institutional services, or prescription drugs, as defined by applicable law regulating pharmacies in the State of Texas. The term does not include a Delegated Entity that shares risk for a category of services with a health maintenance organization.

Designated Members means those Members who have selected or been assigned to, and been accepted by, a Medical Group Provider who is acting as the Members’ Primary Care Physician.

Emergency Care means health care services provided in a Hospital emergency facility or comparable facility to evaluate and stabilize medical conditions of a recent onset and severity, including but not limited to severe pain, that would lead a prudent layperson possessing an average knowledge of medicine and health to believe that his or her condition, sickness or injury is of such a nature that failure to get immediate medical care could result in: (1) placing the patient’s health in serious jeopardy; (2) serious impairment to bodily functions; (3) serious dysfunction of any bodily organ or part; (4) serious disfigurement; or (5) in the case of a pregnant woman, serious jeopardy to the health of the fetus.

Health Plan means any group or individual HMO health benefits plan operated, administered or underwritten, in whole or in part, by HMO Blue or an affiliated HMO, including any insured or self-funded health benefit plan sponsored by an employer, insurer, managed care organization, trust or other Payer, with respect to which HMO Blue or an affiliated HMO has contracted to give Members access to Covered Services provided by health care Providers which are subject to participation agreements with HMO Blue or such affiliated HMO. Affiliated HMO includes any entity associated with the Blue Cross and Blue Shield Association that participates in the AFHC Program.

HMO-Based POS Plan means a point-of-service Health Plan offered or administered by an HMO under which a Member can choose, at the time he or she seeks covered non-emergency care, whether to obtain In-Network Services or Out-of-Network Services.

Hospital means either: (1) a licensed and accredited health facility which is, for compensation, primarily engaged in providing medical, diagnostic and surgical facilities for the care and treatment of sick and injured patients on an Inpatient basis, and which provides such facilities under the supervision of a staff of physicians and twenty-four (24) hour a day nursing service by registered nurses (a facility which is principally a rest home, nursing home or home for the aged is not included); (2) a psychiatric Hospital licensed as a health facility and accredited by the Joint Commission on Accreditation of Healthcare Organizations; or (3) a licensed health facility operated primarily for the treatment of alcoholism and/or drug abuse accredited by the Joint Commission on Accreditation of Healthcare Organizations.

In-Network Services means Covered Services provided to Members of HMO Health Plans and of HMO-Based P05 Plans to the extent the Covered Services are provided in accordance with the Health Plan’s requirements for in-network benefits set forth in the applicable Membership Agreement, i.e., they generally must be provided in the Service Area by his or her Primary Care Physician or obtained through a network of Participating Providers with a Proper Referral and with Preauthorization, where required.

Inpatient means a Member admitted to a Hospital as a registered bed patient and who requires the acute bed patient overnight setting.

Institutional and Other Services means those non-physician Covered Services provided by or through a state licensed facility or entity. Such services include, but are not limited to, Inpatient or Outpatient Hospital services, skilled nursing facility services, ambulance services and pharmacy services.

Limited Provider Network means a subnetwork within an HMO delivery network in which contractual relationships exist between physicians, certain Providers, independent physician associations and/or physician groups which limit the Member’s access to only the physicians and Providers in the subnetwork.

Medical Director means a physician designated by HMO Blue, or his designee, who is responsible for monitoring the provision of Covered Services to Members.

Medical Group means the above named duly licensed entity that has an Agreement with Health Plan to provide Covered Services to Members and/or, where applicable by context, Medical Group Providers.
	
Medical Group Provider means an individual physician or Provider appropriately licensed to provide health care services who participates with Medical Group.

Medically Necessary/Medical Necessity means those services or supplies covered by the Membership Agreement which are: (1) essential to, consistent with and provided for the diagnosis or the direct care and treatment of the condition, sickness, disease, injury or bodily malfunction; (2) consistent with standards of good medical practice; (3) not primarily for the convenience of the Member, his physician or other Provider; and (4) the most economical supplies or levels of service that are appropriate for the safe and effective treatment of the Member. When applied to hospitalization, this further means that the Member requires acute care as an Inpatient due to the nature of the services rendered or the Member’s condition, and the Member cannot receive safe or adequate care as an Outpatient. In determining whether a service is Medically Necessary, HMO Blue may consider the views of the state and national medical communities and the views and practices of Medicare, Medicaid or other government-financed programs. Although a physician or other Provider may have prescribed treatment, such treatment may not be Medically Necessary within this definition.

Member means an individual who is eligible to receive Covered Services under a Health Plan.

Membership Agreement means the Member’s group or individual service agreement/certificate of coverage, schedule of benefits and any supplemental benefit riders, or comparable contractual documents describing the scope and conditions of coverage under the Member’s Health Plan.

Obstetrician/Gynecologist means a Specialist Physician who may be selected by a female Member to provide: (1) well-woman exams; (2) obstetrical care; (3) care for all active gynecological conditions; and (4)	diagnosis, treatment and referral for any disease or condition within the scope of the professional practice of the Obstetrician/Gynecologist.

Out-of-Network Services means Covered Services provided to Members of HMO-Based POS Plans which are not In-Network Services.

Outpatient means a Member receiving Covered Services but not as an Inpatient.

Participating means, as applied to a physician, Hospital or other Provider of health care services, that the
Provider is: either (1) directly under contract to provide Covered Services to Members, or (2) indirectly
under contract with HMO Blue or an affiliated HMO through a subcontract with a Participating Medical
Group, independent practice organization or physician Hospital organization or the like to provide Covered
Services to Members.

Payer means an entity other than HMO Blue that is financially responsible for claims obligations of a Health Plan.

Preauthorization means the procedure for obtaining HMO Blue’s prior approval of the Medical Necessity for certain services provided to Members under the terms of their Membership Agreement

Primary Care Physician means a Participating physician who has agreed to be responsible for providing basic health services, coordinating the care of individual Members and referring those Members to other Participating Providers.

Proper Referral means a referral issued by a Member’s Primary Care Physician pursuant to the applicable UM Program, for a Member to receive a particular In-Network Service within a specified time frame. Proper Referrals are required for all In-Network . Services provided to Members that are not provided, by the Member’s Primary Care Physician, except for (1) Emergency Care and (2) In-Network Services, including behavioral health services, obtained by a Member by self-referral to a Participating Provider, as expressly permitted by his or her Membership Agreement or as required by applicable law, and (3) Obstetrical and Gynecological care. A Proper Referral from the Member’s Primary Care Physician must identify the particular Participating Provider (or non-Participating Provider, if approved by HMO Blue or the applicable UM Agent) who is to provide the service. Where the Membership, Agreement requires a particular In-Network Service to be Preauthori.zed in order to be a Covered Service, a Proper Referral must include such Preauthorization.

Provider Manual means HMO Blue policies and procedures, as indicated in either a manual, HMO Blue Provider correspondence or via the Blue Cross and 13 lue Shield of Texas website, and as may be updated from time to time. Medical Groups that are delegated functions under Attachment B of this Agreement should refer to the applicable guideline referred to there for policies and procedures related to its performance of the delegated function. In the event of a conflict between the Provider Manual, HMO Blue Provider correspondence, the Blue Cross and Blue Shield of Texas website, or the guidelines, as applicable, and terms of this Agreement, the terms of this Agreement shall apply.

Provider means any appropriately licensed provider of health care services. Service Area means that geographic area served by HMO Blue.

Specialist Physician means a Participating physician, other than a Primary Care Physician, who provides Covered Services to Members on referral by a Primary Care Physician or an Obstetrician/Gynecologist.

UM Agent means the entity designated to perform utilization management (“UM”) in connection with the care of Members of a Health Plan, which is usually indicated on the Member’s identification card. The administrator of the applicable Health Plan may designate itself, HMO Blue or another licensed utilization review agent to act as UM Agent for purposes of this Agreement and may designate one or more UM Agents to perform various UM activities. To the extent that HMO Blue has been designated as the UM Agent, HMO Blue may delegate any of its obligations to perform UM to any affiliate or Provider licensed or otherwise permitted, in accordance with applicable law, to perform UM in Texas.

UM Program means the guidelines, standards and procedures for UM activities that are used in connection with the applicable Health Plan, as more fully described in this Agreement.

PART II. OBLIGATIONS OF MEDICAL GROUP

A.	Covered Services.

1.	If Medical Group includes Primary Care Physicians, each Medical Group Primary Care Physician shall provide all Primary Care Services to Designated Members within the scope of his practice or license and agrees to assume primary responsibility for coordinating the overall health care of Designated Members and to provide or arrange for all other Covered Services. Further, Primary Care Physician shall make available to Members those health education programs routinely provided by Primary Care Physician.

2.	If Medical Group includes Specialist Physicians, each Medical Group Specialist Physician shall provide to Members referred by a Primary Care Physician or Obstetrician/Gynecologist those Covered Services which Specialist Physician commonly performs within the scope of his practice or license. Specialist Physician shall accept as patients those Members who are referred by a Primary Care Physician or Obstetrician/Gynecologist and shall render Covered Services subject to the terms and conditions of this Agreement.

B.	Availability. Medical Group shall make necessary and appropriate arrangements with other Participating Providers to ensure that Covered Services are readily available during regular business hours and that Emergency Care services are available twenty-four (24) hours per day, seven (7) days per week, including holidays. Medical Group shall provide such services in the same manner, in accordance with the same standards, and within the same time availability as such services are provided to other patients and without regard to the degree or frequency of utilization of such Covered Services by Members. In the event the Medical Group Provider provides services through a designee, such designee must agree to provide services to Members under the same compensation arrangements and ,abide by HMO Blue procedures. A Primary Care Physician or his designee shall be available at all times to direct patient care rendered by Hospital emergency department personnel for determination of appropriateness and medical necessity and to provide post-stabilization treatment to Members following Emergency Care. Medical Group acknowledges and agrees that such requests must be responded to by Medical Group within the time appropriate to the circumstances, but in no case to exceed one (1) hour.
	
C.	Standard of Care. Medical Group shall comply with all applicable federal and state laws and regulations promulgated thereunder (“HMO Laws”), licensing requirements and professional standards and shall require Covered Services to be provided in accordance with generally accepted medical and surgical practices and standards prevailing in the applicable medical community at the time of treatment. In addition, Medical Group shall comply with the standards adopted by HMO Blue’s quality improvement and UM Program set forth in the Provider Manual.

D.	Licensure and Medical Staff Requirements. Medical Group warrants and represents as a material term of this Agreement that each Medical Group Provider is and will continue to be, as long as this Agreement remains in effect, the holder of a currently valid, unrestricted license to practice medicine in the state of Texas, and further that each Medical Group Provider is and will be a member in “good standing” on the medical staff of at least one Participating Hospital. Medical Group will admit Members only to such Participating Hospital(s) unless HMO Blue agrees that circumstances require otherwise.

E.	Proper Referral and Preauthorization.

I.	Medical Group Primary Care Physicians shall comply with all Proper Referral and Preauthorization procedures set forth in the Provider Manual. In the event Medical Group must refer to a Provider who is not a Participating Provider, Medical Group shall obtain Preauthorization from HMO Blue prior to such referral.

2.	Medical Group Specialist Physicians shall provide Covered Services to Members only upon a Proper Referral of such Members by a Primary Care Physician or Obstetrician/Gynecologist, except in cases requiring Emergency Care treatment. Specialist Physician shall discuss with and seek approval from the referring Participating physician prior to rendering or arranging any continuing treatment which is beyond the specific treatment Preauthorized in the Proper Referral. In addition, Specialist Physician shall not refer a Member to another physician or Provider without the prior concurrence of the Member’s Primary Care Physician or Obstetrician/Gynecologist, as applicable, who will only refer to Participating physicians and other Participating Providers except in cases of Emergency Care or when, with the concurrence of the Medical Director, no such Participating physicians or Participating Providers are available. Costs of services rendered by Medical Group without a Proper Referral or Preauthorization where required shall be the financial responsibility of Medical Group. The involvement of HMO Blue or other administrator of any Health Plan and/or the applicable UM Agent or a Delegated Entity in decisions relating to the coverage of services rendered to Members under Health Plans shall not diminish the ultimate and sole responsibility of Medical Group for any professional authority over their professional practice with respect to the care of such Members. Covered Services of Hospital based physicians and Providers are authorized when they are associated with Covered Services for which a Proper Referral has been issued.

3.	Members may directly access an Obstetrician/Gynecologist and Obstetrician/Gynecologist shall provide Covered Services for: (a) well woman exams; (b) obstetrical care; (c) care for all active gynecological conditions; and (d) diagnosis, treatment and referral for any disease or condition within the scope of the professional practice of the Obstetrician/Gynecologist. Information regarding the Member’s care will be shared with the Member’s Primary Care Physician. If Member’s Primary Care Physician is in a Limited Provider Network, HMO Blue may require Member to only directly access an Obstetrician/Gynecologist who is in the same Limited Provider Network.

4.	When Medical Group is a Limited Provider Network or a Delegated Entity, if Medically Necessary Covered Services are not available for a Member through Medical Group Providers, Medical Group must, on request of a physician who is a Medical Group Provider, allow a Proper Referral to a non-network physician or Provider and shall fully reimburse the non-network Provider at the usual and customary or an agreed-upon rate. The Proper Referral shall be allowed within the time appropriate to the circumstances relating to the delivery of the services and the condition of the~ patient, but not later than the _5^th  business day after the date any reasonably requested documentation is received by Medical Group. The Member may not be required to change the Member’s Primary Care Physician or specialist Providers to receive Medically Necessary Covered Services that are not available within Medical Group. The decision of Medical Group must be subject to a review by a specialist of the same or similar specialty as the type of physician or Provider to whom a referral is requested before Medical Group may deny a referral.  A denial of Out-of-Network services under this section is subject to appeal under the provisions for appeal of adverse determinations contained in the Texas Insurance Code.

5.	Preauthorizatjon is not an assurance or guarantee of payment; however, Payer or HMO Blue will not deny a claim for Preauthorized services on the basis that they were not Medically Necessary unless the requesting Provider has materially misrepresented the proposed services. HMO Blue may deny a claim for a Preauthorized service when the Provider has substantially failed to perform the proposed services.

F.	Facilities, Equipment and Staff. Medical Group shall provide and maintain facilities and equipment which are of adequate capacity, clean, safe, and readily accessible to Members and, where appropriate, properly licensed and/or registered. Medical Group shall assure the appropriate licensure of, and insurance coverages for, all staff employed and providing medical services to Members in Medical Group’s offices or under the direction of Medical Group outside of a licensed health care facility. If Medical Group employs physician assistants, advanced practice nurses and other individuals other than physicians to assess the health care needs of Members, Medical Group shall have written policies that are implemented and enforced and that describe the duties of all such Providers in accordance with statutory requirements for licensure, delegation, collaboration and supervision as appropriate. If Medical Group is a Limited Provider Network,  Medical Group shall maintain a sufficient number of physicians and Providers to provide Covered Services to Members within the Limited Provider Network. If any employee or contractor of Medical Group violates any of the provisions of the HMO Laws or the rules and regulations of HMO Blue or commits any act or engages in any conduct for which its license/certification may be revoked or suspended by the State of Texas (whether or not such authority revokes or suspends said license/certification) or is otherwise disciplined by such licensing authority or any professional organization having authority over such employee or contracting agent, HMO Blue may immediately require such employee or contractor to cease providing services to Members under this Agreement.

G.	Administrative Services. Medical Group shall perform or contract for all services incident to the administration of Medical Group’s responsibilities in accordance with this Agreement and as set forth in the Provider Manual.

H.	HMO Blue Complaint Procedures. Medical Group shall cooperate with HMO Blue in identifying, processing and resolving all Member complaints and grievances pursuant to the Member complaint procedures set forth in the Membership Agreement. Medical Group also agrees to cooperate with HMO Blue in identifying, processing and resolving all Provider complaints and use the Provider complaint procedure described in the Provider Manual, in the event Medical Group has a complaint from a Medical Group Provider, a non-Medical Group Participating Provider or a non-Participating Provider. Each Medical Group Provider shall post in his office(s) a notice to Members regarding the process for resolving complaints with HMO Blue. The notice must include the Texas Department of Insurance’s toll-free telephone number for filing complaints. Medical Group shall forward to HMO Blue all written and oral complaints from Members within 2 business days of receipt, unless a shorter period is required by applicable laws, regulations and accreditation standards. When Medical Group is a Delegated Entity under Part 3 or Part 4 of Attachment B, the Delegation Agreement, it shall maintain a log containing all Member and Provider complaints and setting forth the date and nature of each complaint and whether it was made orally or in wilting. These logs shall be available for review by HMO Blue during normal business hours and copies must be provided by Medical Group upon request.

I.	Member Identification. Medical Group shall request the Member to present the Member’s HMO Blue identification card each time the Member seeks Covered Services and, if applicable, by checking the membership list provided by HMO Blue in accordance with this Agreement. For patients claiming enrollment in HMO Blue, but not appearing on the membership list, Medical Group shall request eligibility by telephoning HMO Blue. However, obtaining information concerning eligibility at the time of service by Medical Group as described in this Agreement is not verification and does not guarantee payment by HMO Blue.

J.	Termination of the Medical Group/Patient Relationship.

1.	Under certain circumstances, Medical Group may terminate its professional relationship with a Member as provided for and in accordance with the provisions of the Provider Manual. Medical Group may not terminate its relationship with a Member because of such Member’s medical condition or the amount, variety or cost of Covered Services that are required by the Member.

2.	Medical Group acknowledges that a Member may request transfer to another Participating physician or Medical Group Provider’s care in accordance with the Member’s Membership Agreement. Medical Group shall provide patient records, reports and other documentation regarding such Member upon request in order to facilitate the transfer of responsibility to another Participating physician.

K.	Required Disclosures. Medical Group shall notify HMO Blue at least thirty (30) days in advance if there is a change in the business address, telephone number, hours of operation, tax identification number or other billing information of Medical Group or Medical Group Provider. Additionally, Medical Group shall notify HMO Blue immediately in writing upon the occurrence of any of the following events:

1.	Medical Group’s or a Medical Group Provider’s license to practice in Texas or DEA registration is suspended, revoked, terminated or subject to terms of probation or other restriction (whether or not such action is stayed), or Debarment of Medical Group or a Medical Group Provider, or Medical Group Providers are included in OFAC List;

2.	A Medical Group Provider’s medical staff privileges at any Hospital are denied, suspended, restricted, revoked or voluntarily relinquished in lieu of disciplinary action;

3.	Medical Group or a Medical Group Provider becomes the subject of any disciplinary proceeding or action before the Texas State Board of Medical Examiners or a similar agency in any state;

4.	A Medical Group Provider is arrested or indicted for, or convicted of, fraud or a felony;

5.	An act of nature or any event beyond Medical Group’s reasonable control occurs, which substantially interrupts all or a portion of Medical Group’s business or practice or which has a materially adverse effect on Medical Group’s ability to perform its obligations under this Agreement;

6.	The material modification or termination of the insurance coverage required for participation in HMO Blue, or replacement of coverage which is canceled or terminated;

7.	Medical Group learns of any claim or malpractice action against Medical Group or becomes aware of a malpractice judgment or settlement against Medical Group;

8.	Medical Group becomes aware of any suspension, revocation or relinquishment of Medical Group’s or any employee’s or contractor’s license or certification for providing health care services or intention of licensing authority to do so, or any claim or lawsuit or other action or proceeding brought against a Medical Group or any employee or contractor of Medical Group.

9.	There is a substantive change in the way Medical Group Providers are reimbursed.

10.	Any other situation which could reasonably be expected to affect the ability of Medical Group to carry out its obligations under this Agreement.

L.	Provider Directory. Medical Group agrees that HMO Blue may list such information as the name, specialty, address, telephone number and board status in HMO Blue publications provided to Participating physicians, Participating Providers and Members and may use such information in advertising and marketing materials.

M.	Medical Group Status.

I.	Medical Group hereby represents and warrants that neither the Medical Group nor its employees or subcontractors have been: (a) charged with a criminal offense involving government business; (b) listed by a federal governmental agency as debarred; (c) proposed for disbarment or suspension; or (d) otherwise excluded from federal program participation.

2.	Medical Group acknowledges and agrees that Medical Group has a continuing obligation to notify HMO Blue in writing within seven (7) business days if any of the above-referenced representations change. Medical Group further acknowledges and agrees that any misrepresentation of its employee or subcontractor status as it pertains to government contracting shall be grounds for immediate termination of this Agreement, at the sole discretion of HMO Blue.

N.	HMO Blue Credentialing Procedures. Medical Group shall cooperate and comply with, and be subject to, HMO Blue credentialing and recredentialing policies and procedures. Medical Group further acknowledges and agrees that a Medical Group Provider will not become a participant in HMO Blue until approved by HMO Blue pursuant to such credentialing policies and procedures and that continued participation in HMO Blue is subject to the recredentialing process at intervals provided for in such policies and procedures.

0.	Capacity. Each Member shall select a Primary Care Physician in accordance with the procedures set forth in the Membership Agreement. Medical Group Primary Care Physician agrees to accept Members who have selected or who have been assigned to the Primary Care Physician unless Medical Group notifies HMO Blue that the Primary Care Physician’s entire practice is closed to new patients of HMO Blue as well as new patients of all other health plans or unless the Primary Care Physician’s practice contains 300 Members. Medical Group must give HMO Blue not less than ninety (90) day prior written notice of closing the Primary Care Physician’s practice to new Members. Notwithstanding practice closure, Medical Group agrees to accept all existing patients who are or become Members. Medical Group agrees that HMO Blue shall have no obligation to guarantee any minimum number of Members to Medical Group and that Medical Group shall accept all patients enrolling as HMO Blue Members except as set forth to the contrary herein.

P.	Medical Group Physicians and Providers.

	1. Medical Group shall furnish to HMO Blue in advance the standard contract between Medical Group and any subcontracted Medical Group Providers, in accordance with applicable law and regulation. In addition, Medical Group shall provide to HMO Blue the executed signature page of each such contract and any material changes to such contract. Medical Group will ensure Medical Group Providers comply with all terms and conditions set forth in the Membership Agreement and this Agreement.

2.	Contracts between Medical Group and Medical Group Providers must contain provisions requiring Medical Group Providers to comply with the provisions of this Agreement, where applicable.

PART III. OBLIGATIONS OF HMO BLUE

A.	Provider Manual. HMO Blue shall make available to Medical Group the Provider Manual describing HMO Blue policies and procedures. The Provider Manual shall be updated by HMO Blue on a periodic basis and in accordance with this Agreement.

B.	Identification Cards. HMO Blue shall issue identification cards to Members. HMO Blue will develop and distribute Membership Agreement to Members which will detail Member benefits, rights and responsibilities.

C.	Membership List. If applicable, HMO Blue shall notify Medical Group of Designated Members selecting Medical Group as their Primary Care Physician and will provide membership lists to Medical Group as set forth in the Provider Manual.

D.	Assignment of Members. If a Member does not select a Primary Care Physician at the time of application or enrollment, HMO Blue may assign Member to a Primary Care Physician. If HMO Blue elects to assign Member, the assignment shall be made in a manner that results in a fair and equal distribution of Members among Primary Care Physicians. If applicable, HMO Blue shall notify Medical Group of Designated Member’s assignment within thirty (30) working days of the assignment.

E.	Service Preauthorization. HMO Blue shall Preauthorize Covered Services as set forth in the Provider Manual and in accordance with provisions of this Agreement.

F.	Administrative Services. HMO Blue shall be solely responsible for all administrative activities necessary or required for the operation of  a health maintenance organization. Such activities shall include, but are not limited to, capital financing, marketing, advertising, customer service, underwriting, establishment and collection of premiums, maintenance of membership (non-medical) records, accounting, maintenance of a suitable medical management information system and negotiation of contracts with various physicians and Providers of Covered Services.

G.	Advisory Review Panel. HMO Blue will establish one or more health services delivery advisory review panels within a defined geographic area to advise HMO Blue on a variety of issues. Medical Group Providers may be requested from time to time by HMO Blue to serve as a member on such panels.

H.	Credentialing. HMO Blue shall administer a credentialing and recredentialing program pursuant to which the credentials of physician and Provider applicants are reviewed and approved for acceptance as Participating physicians and Participating Providers.

I.	Complaints. HMO Blue will establish and maintain a complaint procedure as required by applicable law.

PART IV. COMPENSATION

A.	Payment.

I.	Prompt Payment of Claims. HMO Blue shall pay for Covered Services rendered to Members as described in Attachment A, less any applicable Member Copayments, Coinsurance or Deductible amounts. HMO Blue or Payer shall make such payment for services within forty-five (45) days of receipt of Clean Claims in a non-electronic format or within thirty (30) days of receipt of Clean Claims that are electronically submitted, whenever the Health Plan is the primary insurer.

2.	Recovery of Overpayments.

a.	In the event that HMO Blue determines an overpayment, including a duplicate payment, has been made, Medical Group agrees to promptly make repayment to HMO Blue or Payer when requested. Medical Group shall allow overpayments to be deducted from future payments, for the same or different Member, with an explanation of the action taken. Likewise, any underpayments shall be added to future payments by HMO Blue or Payer to Medical Group.  Any dispute arising from such deduction or payment shall be resolved in accordance with Part X, General Provisions, Section G, Dispute Resolution.

b.	Overpayments determined by Medical Group on a claim or claims, including duplicate payments, shall be refunded promptly to HMO Blue.

B.	Copayments. The collection of Member Copayments, Coinsurance or Deductible is the sole responsibility of Medical Group. Medical Group shall diligently pursue, and have responsibility for, collection of any applicable Copayments, Coinsurance or Deductible from Members and shall in no event offer, publicize or advertise any waiver or other reduction of any Copayment, Coinsurance or Deductible unless specifically authorized in writing by HMO Blue. All Copayments, Coinsurance and Deductible amounts shall be as specified in the Membership Agreement, and the amounts of the Copayments, Coinsurance or Deductible which Medical Group is authorized to collect from the Member shall not exceed the amounts so specified.
			
C.	Claims and Encounter Data. Medical Group shall submit complete and properly executed claims or encounter information to HMO Blue in a format acceptable to HMO Blue, within the required filing period, as described in Attachment A.

D.	Member Non-liability and Hold Harmless.

1.	Medical Group hereby agrees that in no event, including, but not limited to, non-payment by HMO Blue or Payer, insolvency of HMO Blue or Payer or breach of this Agreement, shall Medical Group or Medical Group Providers bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against Member or persons other than HMO Blue acting on their behalf for Covered Services. This provision shall not prohibit collection of supplemental charges or Copayments on HMO Blue’s behalf made in accordance with the terms of the Membership Agreement between HMO Blue and Member.

2.	Medical Group further agrees that: (a) this provision shall survive the termination of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of the Member; and (b) this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Medical Group or a Medical Group Provider and Member or persons acting on their behalf

3.	Any modifications, additions or deletions to the provisions of this section shall become effective on a date no earlier than fifteen (15) days after the Commissioner of Insurance has received written notice of such proposed changes.

E.	Billing for Non-Covered Services. In the event that HMO Blue determines a proposed service is not a Covered Service, Medical Group may inform the Member in writing in advance of the service being rendered that the service is a non-Covered Service and bill the Member for the service rendered. The Member must acknowledge this disclosure in writing and agree to accept the service as a non-Covered Service billable directly to the Member.

F.	Third Party Collections. Medical Group shall cooperate with HMO Blue in the collection of third party payments including workers’ compensation, third party liens and other third party liability according to the procedures set forth in the Provider Manual. Medical Group agrees that it will file claims and encounter information with HMO Blue even if Medical Group believes or knows that there is third party liability.

G.	Coordination of Payments. Medical Group shall comply with the requirements of applicable law
	and regulation regarding Covered Services involving coordination of payments.

PART V. QUALITY IMPROVEMENT AND UTILIZATION MANAGEMENT

A.	HMO Blue Responsibilities. HMO Blue shall conduct quality improvement and UM activities that identify, evaluate and remedy problems relating to access, continuity and quality of care, utilization and the cost of services. Accordingly, HMO Blue shall establish and implement a quality improvement and UM Program as set forth in the Provider Manual. HMO Blue’s program shall include the establishment of advisory review panels to conduct quality of care and utilization review activities in accordance with applicable law and regulation. All HMO Blue quality improvement and UM forms, records and other information shall remain the property of HMO Blue and shall remain confidential

B.	Medical Group Responsibilities. Medical Group agrees to comply with and be subject to HMO Blue guidelines, policies and procedures, including peer review and quality improvement policies and procedures established by HMO Blue, and to promote Member participation in HMO Blue disease management programs as applicable. These policies and procedures may be revised from time to time, and may include, but are not limited to, preadmission written Preauthorization by the Medical Director for elective Inpatient services, concurrent review of Inpatient lengths of stay, review of referrals, internal peer review and external audit systems. Such guidelines, policies and procedures will be set forth in the Provider Manual. Medical Group shall have sole authority and responsibility for the care of any Member who is a patient of Medical Group.

C.	Shared Records. Upon request, Medical Group shall make available to HMO Blue’s quality
improvement and utilization review committee any records of its quality improvement and utilization	 review activities pertaining to Members.

PART VI. RECORDS

A.	Member Medical Record. Medical Group shall ensure that a medical record is established and maintained for each Member. At a minimum, the record shall include all information about the Member and a description of all services rendered to the Member as dictated by generally accepted medical and surgical practices and standards and as required by the Provider Manual.

B.	Access to Medical Records. Subject to compliance with applicable federal and state laws and professional standards regarding the confidentiality of medical records, Medical Group shall:

1.	Provide HMO Blue, upon request and at no charge, copies of pertinent sections of Member medical records that are in the custody of Medical Group;

2.	Allow HMO Blue authorized personnel access to such records on Medical Group’s premises during regular business hours;

3.	Transmit information from Members’ medical records by telephone to HMO Blue for purposes of. Preauthorization or other quality improvement and UM activities; and

4.	Provide copies of pertinent sections of a Member’s medical records, upon reasonable request and at no charge, to any other Participating Provider treating such Member.

C.	Access to Financial Records. Upon five (5) days advance notice unless otherwise reasonably required by the circumstances, HMO Blue shall have access Wring regular business hours to the books, records and papers of Medical Group relating to Covered Services provided to Members, including any charges to, or payments received from, Members by Medical Group. Medical Group shall maintain such records and provide copies of such information to HMO Blue, at no charge, as may be necessary for compliance with state and federal law.

D.	Regulatory Compliance. Medical Group shall maintain such records and provide such information to HMO Blue, the United States Department of Health and Human Services, the Texas Department of Health and the Texas Department of Insurance as may be necessary for compliance by HMO Blue with federal and state law for a period of at least five (5) years. This obligation of Medical Group does not cease upon termination of this Agreement whether by rescission or otherwise. All records, books and papers of Medical Group pertaining to Members shall be open to inspection during regular business hours by HMO Blue and state and federal authorities.

PART VII. INSURANCE AND INDEMNIFICATION

A.	Insurance. Medical Group and each Medical Group Provider agree to maintain policies of general and professional liability insurance as are necessary to insure Medical Group, Medical Group
Providers and - their respective employees against any claims for damages arising by reason of personal injuries or death occasioned directly or indirectly in connection with the performance of any medical service by Medical Group. HMO Blue will determine the limits of coverage necessary.

B.	Certificates. Certificates of insurance or other evidence indicating the term and extent of professional liability insurance shall be provided by Medical Group to HMO Blue upon execution of this Agreement.

C.	Indemnification. Medical Group and HMO Blue understand that this Agreement -is not one to insure and/or indemnify and shall not be so construed. Each party shall be solely responsible for its own negligence, acts or omissions.

D.	HMO Blue Insurance. HMO Blue, at its sole cost and expense, shall procure and maintain such policies of general liability, professional liability and other insurance, including self-insurance, as shall be necessary to insure HMO Blue and its employees against any claim or claims for damages arising by reason of personal injuries or death occasioned directly or indirectly in connection with the performance of any services by HMO Blue, the use of any property and facilities provided by HMO Blue, and activities performed by HMO Blue in connection with this Agreement.
	
PART VIII.  TERM AND TERMINATION

A.	Term. This Agreement shall be effective as of the date shown on page one of this Agreement and shall continue until otherwise terminated in accordance with this Agreement.

B.	Termination Notice Period. Either party may terminate this Agreement at any time by giving the other party at least ninety (90) days written notice. For Primary Care Physicians the termination date is the last day of the month following the ninety (90) day notice.

C.	Immediate Termination or Suspension. HMO Blue may, at its option, immediately terminate this Agreement with Medical Group by written notice if there is imminent harm to patient health, action against Medical Group’s license to practice, or fraud, pursuant to applicable law and regulation. HMO Blue may, at its option, immediately suspend this Agreement by written notice, pending termination by HMO Blue, if Medical Group is determined not to be in compliance with any of the items and
conditions set out in Part II, Obligations of Medical Group, Section C, Standard of Care or Section M, Medical Group Status, or if HMO Blue determines that the health, safety or welfare of Members is jeopardized by continuation of this Agreement. These provisions apply to each Medical Group Provider individually as well as to Medical Group as a whole.

D.	Review of Termination. In the event of termination of Medical Group by HMO Blue pursuant to Sections B or C above, HMO Blue shall provide a written explanation to Medical Group of the reason(s) for termination. Medical Group may, within sixty (60) days of the written notice, request in writing that a review be conducted by HMO Blue’s advisory review panel consistent with applicable law and regulation to consider whether the termination action was correct under the terms of this Agreement. If Medical Group is terminated for reasons other than at Medical Group’s request, Medical Group shall be entitled to an expedited review of such termination by HMO Blue’s advisory review panel, except in a case in which there is imminent harm to patient health, or an action by a state licensing board that effectively impairs Medical Group’s ability to provide services, or in the case of fraud or malfeasance. In such cases, HMO Blue will not notify Members of Medical Group’s termination until thirty (30) days prior to the effective date of such termination or the time the advisory review panel makes a formal recommendation; provided, however, that if Medical Group is terminated for reasons related to imminent harm, HMO Blue may notify Members immediately. Upon request, HMO Blue will provide Medical Group with a copy of the recommendation of the advisory review panel and HMO Blue’s determination with respect to such review. The decision of the advisory review panel must be considered by HMO Blue, but is not binding upon HMO Blue.

E.	Effect of Termination. As of the date of termination, this Agreement shall be considered of no further force or effect and each of the parties shall be relieved and discharged herefrom, except that:

1.	Termination shall not affect any tights or obligations hereunder which have previously accrued or shall hereafter arise, with respect to any occurrence prior to termination and such rights and obligations shall continue to be governed by the terms of this Agreement.

2.	Termination of this Agreement shall not release Medical Group from the obligation to continue ongoing treatment (under the terms of this Agreement and subject to the dictates of medical prudence) of a Member of “special circumstance,” as defined by applicable law and regulation, or HMO Blue from its obligation to reimburse Medical Group for such services at the rate set forth in this Agreement. Special circumstances shall be identified by Medical Group, who must request that the Member be permitted to continue under Medical Group’s care and who must agree not to seek payment from Member for any amounts for which Member would not be responsible if the Agreement had not terminated. Disputes regarding continuity of care will be resolved according to the dispute resolution procedures set forth in the Provider Manual and this Agreement. Medical Group’s and HMO Blue’s obligations hereunder shall continue until the earlier of the appropriate transfer of Member’s care to another Participating Provider or the expiration of ninety (90) days from the effective date of termination of the Agreement. Additionally, Medical Group’s and HMO Blue’s obligations hereunder shall continue up to nine (9) months in the case of a Member who at the time of the termination has been diagnosed with a terminal illness and shall extend through delivery of a child, immediate postpartum care, and the follow-up checkup within the first six (6) weeks of delivery for a Member who, at the time of the termination, is past the _13th week of pregnancy. Medical Group agrees to cooperate in the referral of Members to other Participating Providers in order to assure continuation of care.

3.	Medical Group agrees, at HMO Blue’s option, to provide Covered Services to Members assigned or referred to Medical Group, including any Members who become eligible during the notice period set forth in paragraph B above, under the terms of the Member’s Membership Agreement and in accordance with the terms of this Agreement. Medical Group shall be compensated for Covered Services rendered in accordance with. this Section and the fees set forth in Attachment A of this Agreement, until appropriate transfer of Members is achieved or alternate compensation for Covered Services acceptable to Medical Group has been determined.

4.	Medical Group shall maintain such records and provide such information to HMO Blue and applicable regulatory agencies as set forth in Part VI, Records of this Agreement. These records shall be maintained for at least five (5) years regardless of the termination date of this Agreement.

5.	In the event of termination of the Agreement, HMO Blue acknowledges and agrees that it will provide at least thirty (30) days advance notice to Members receiving care from Medical Group of the impending termination. If Medical Group is terminated for reasons related to imminent harm, HMO Blue may notify Members immediately. Medical Group agrees to cooperate with HMO Blue to effect such notice and to provide reasonable assistance upon request.

PART IX.   RELATIONSHIP OF PARTIES

None of the provisions of this Agreement are intended to create or shall be deemed or construed to create any relationship between HMO Blue and Medical Group other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. Neither of the parties hereto, nor any of their respective employees, shall be construed to be the agent, employer or representative of the other. None of the provisions of this Agreement shall be construed to in any way limit HMO Blue’s authority or responsibility to comply with all regulatory requirements.

PART X. GENERAL PROVISIONS

A.	AFHC Program and Blue Card Program. Medical Group acknowledges and agrees that, pursuant
to HMO Blue’s AFHC Program and Blue Card Program, Medical Group may provide Covered
Services to Members covered through the AFHC Program or Blue Card Program while such Members are in the HMO Blue Service Area. Medical Group will provide Covered Services to these Members as set forth in this Agreement.

B.	Assignment. No part of this Agreement, or any tights, duties or obligations described herein, shall be assigned, encumbered or delegated except as expressly provided for in this Agreement without the prior express written consent of both parties. Notwithstanding the foregoing, HMO Blue, without Medical Group’s consent, may validly assign this Agreement to any affiliate of HMO Blue. HMO Blue’s standing contractual arrangements for the acquisition and use of facilities, services, supplies, equipment and personnel from other parties shall not constitute an assignment under this Agreement.

C.	Captions. The captions contained herein are for reference purposes only and shall not affect the meaning of this Agreement.

D.	Confidentiality of Proprietary Information. Medical Group and Medical Group’s employees shall maintain in confidence during the term of this Agreement and thereafter, except as otherwise required by law: (1) all Member information, (2) all quality assurance and utilization review information and (3) all financial information related to this Agreement, unless otherwise required to accomplish the purposes of this Agreement. Medical Group and Medical Group’s employees shall use their best efforts to safeguard and protect such information against any unauthorized disclosure by any person and shall refrain from using or allowing any other person to use any such information in any way that is detrimental to HMO Blue or the Member.

E.  Cooperation of Parties. Medical Group and HMO Blue agree to meet and confer in good faith on common problems including, but not limited to, problems concerning utilization of services, credentialing, Preauthorization, encounters/claims or reporting procedures and information and forms provided to Medical Group for use in conjunction with Members

F.	Compliance. Each party shall comply with applicable law and regulation, and with applicable provisions of the Provider Manual.

G.	Dispute Resolution. In order to avoid the cost and time consuming nature of litigation, any dispute between HMO Blue and Medical Group arising out of, relating to, involving the interpretation of, or in any other way pertaining to this Agreement or any prior Agreement between HMO Blue and Medical Group shall be resolved using alternative dispute resolution mechanisms instead of litigation. HMO Blue and Medical Group agree and acknowledge that it is their mutual intention that this provision be construed broadly so as to provide for mediation and/or arbitration of all disputes arising out of their relationship as third-party Payer and Medical Group. The parties further agree that resolution of any dispute pursuant to this Agreement shall be in accordance with the procedures detailed below.

1.	Initial Resolution by Meeting or Mediation of Dispute. HMO Blue or Medical Group, as the case may be, shall give written notice to the other of the existence of a dispute (the “Initial Notice”). If HMO Blue and Medical Group mutually agree that a meeting to attempt to resolve the dispute would be advantageous, representatives of HMO Blue and Medical Group shall meet not later than thirty (30) calendar days after delivery of the Initial Notice in order to attempt to resolve the dispute. Subsequent meetings may be held, if mutually agreed. If no meeting is mutually agreed, or if the dispute is not resolved at any meetings held, the party giving the Initial Notice shall submit the dispute to mediation by an organization or company specializing in providing neutral, third-party mediators. The mediation process shall be coordinated by the submitting party with the mediator and shall be subject to the following agreed-upon conditions:

a.	The parties agree to participate in the mediation in good faith;

b.	The parties agree to have present at the mediation one or more individuals with decision-making authority regarding the matters in dispute. Either party may, at its option, be represented by counsel. Medical Group may, at its option, also have present at the mediation a representative of any professional society in which it is a member;

c.	The mediation will be held in Dallas, Texas, within sixty (60) days of the submission to mediation, unless the parties mutually agree on a later date or a different venue;

d.	The parties shall each bear their own costs and shall each pay one-half of the mediator’s fees and costs, unless the mediator determines that one party did not participate in the mediation in good faith, in which case that party shall pay all of the mediator’s fees and costs;

e.	The parties agree that the obligation to mediate (but not the obligation to arbitrate) is not applicable to any dispute that was pending in any court on the effective date of this Agreement, or that had been submitted to binding arbitration on or before the effective date of this Agreement.

2.	Binding Arbitration. In the event mediation is not successful in resolving the dispute, either HMO Blue or Medical Group may submit the dispute to final and binding arbitration under the commercial rules and regulations of the American Arbitration Association, subject to the following:

a.	The arbitration shall be conducted by a single arbitrator selected by the parties from a list furnished by the American Arbitration Association. If the parties are unable to agree on an arbitrator from the list, the arbitrator shall be appointed by the American Arbitration Association;

b.	The arbitrator shall be required to render a written decision resolving all disputes, and designating one party as the “prevailing party.”;

c.	Except in the case of fraud, no arbitration decision may require any adjustment in reimbursements or payments respecting any dispute involving services rendered more than eighteen (18) months prior to receipt of the Initial Notice;
	
d.	The costs of arbitration, including the arbitrator’s fee and any reporting or other costs, but excluding lawyers’, consultants’ and Witness fees, shall be borne by the non-prevailing party unless the arbitrator determines as part of his or her award that such allocation is inequitable under the totality of the circumstances;

e.	The arbitration hearing will be held in Dallas, Texas, unless HMO Blue and Medical Group mutually agree to an alternate location;

f.	Medical Group acknowledges that this arbitration provision precludes Medical Group from filing an action at law or in equity and from having any dispute covered by this Agreement resolved by a judge or a jury. Medical Group further acknowledges that this arbitration provision precludes Medical Group from participating in a class action filed by any other Medical Group or any other plaintiff claiming to represent Medical Group or Medical Group’s interest. Medical Group agrees to opt-out of any class action filed against HMO Blue that raises claims covered by this Agreement to arbitrate, including, but not limited to, class actions that are currently pending.

LI.	Entire Agreement. This Agreement, together with the attachments hereto and the standards, policies and procedures established by HMO Blue and -incorporated herein by reference, contains the entire understanding between the parties and supersedes all prior agreements, either oral or in writing, with respect to the subject matter hereof. In the event of any conflict between the provisions of the attachments to this Agreement and the provisions of this Agreement other than the attachments, the provisions of the attachments shall prevail. The parties agree that the Provider Manual referenced herein affects the understanding of the parties as set out in this Agreement.

I.	Force Majeure. No party will be liable for any failure to timely perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its commercially reasonable control including, but not limited to, acts of God or nature, fires, floods, storms, earthquakes, riots, strikes, wars or restraints of government.

J.	Genders and Numbers. The masculine, feminine or neuter gender and the singular or plural
numbers shall be deemed to include the others whenever the context so indicates or requires.

K.	Governing Law. This Agreement shall be governed in all respects by the laws of the state of Texas as well as any regulations promulgated thereunder.

L.	Modifications. This Agreement may be amended by mutual written agreement of the parties. Notwithstanding the foregoing, however, HMO Blue may amend this Agreement and/or any attachment to the Agreement upon thirty (30) days prior written notice to Medical Group or such longer time period as may be required by law or regulation. Any amendments or modifications required by state or federal law or regulation may be implemented immediately by HMO Blue upon notice to Medical Group. Medical Group may terminate this Agreement by giving written notice of such termination to HMO Blue within thirty (30) days of its receipt of a notice of amendment, effective no earlier than thirty (30) days after such termination notice is given. Medical Group failure to give notice of termination to HMO Blue within thirty (30) days of its receipt of the notice of amendment shall constitute agreement to and acceptance of such amendment by Medical Group. The amendment shall be effective on the effective date provided in HMO Blue’s notice of amendment, provided that amendments or modifications required by state or federal law or regulation shall be effective retroactively as of the date required by such law or regulation.

M.	Partial Invalidity. If for any reason any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

N.  Patient Communications. Nothing contained in this Agreement is intended to prohibit or discourage Medical Group from discussing with or communicating in good faith to a current, prospective or former patient, or patient’s designee, information or opinions regarding: (1) the patient’s health care, including, but not limited to, the patient’s medical condition or treatment options, including alternative medications, regardless of HMO Blue coverage limitations; or (2) the provisions, terms, requirements or services of HMO Blue as they relate to the medical needs of  the patient.

0.	Reimbursement Information. Medical Group is entitled, upon written request, to all information necessary to determine that Medical Group is being compensated in accordance with the terms of this Agreement. Medical Group may consult the Blue Cross and Blue Shield of Texas web site for further information and instructions.

P.	Retaliation. HMO Blue acknowledges and agrees that it will not engage in any retaliatory action against Medical Group, including termination of this Agreement, because Medical Group has, on behalf of. a Member, reasonably filed a complaint against HMO Blue or has appealed a decision of HMO Blue.

Q.	Self-Funded Plans. Medical Group will provide services to persons (“Enrollees”) of certain employer-funded health benefit plans (“Self-Funded Plans”), for which HMO Blue provides administrative services and network access and management, on the same terms and conditions as Medical Group provides such services to Members. Medical Group will be compensated for providing services to Enrollees using the same methodology and on the same terms and conditions as are applicable for services provided to Members. Medical Group acknowledges and agrees that HMO Blue provides administrative and network management services but does not underwrite the Self-Funded Plans’ benefits. The Self-Funded Plans, and not HMO Blue, have sole financial responsibility for all benefits for Self-Funded Plan Enrollees.

R.	Use of HMO Blue Name. Medical Group agrees not to use the names, symbols, marketing names, trademarks or service marks of HMO Blue or its parent company in any advertising or promotional material or literature without the express, prior, written consent of HMO Blue and will cease any and all usage previously consented to upon termination of the Agreement.

S.	Waiver of Breach. The waiver of any breach of this Agreement by either party shall not constitute a continuing waiver of any subsequent breach of either the same or any other provision of this Agreement.

MEDICAL GROUP AGREEMENT — ATTACHMENT A

COMPENSATION / CLAIMS SUBMISSION

A.	Compensation. Medical Group agrees to accept as reimbursement for Covered Services the lesser of (1) billed charges or (2) the fee for such service per the then current HMO Blue fee schedule, less any applicable Copayments, Coinsurance or Deductible amounts.

B.	Claims Submission. Medical Group must submit a claim for Covered Services to HMO Blue or Payer not later than the 95th day after the date Medical Group provides the medical care or the health care services for which the claim is made. For a claim for which coordination of payments applies, the 95-day period does not begin for submission of the claim to the secondary Payer until Medical Group, receives notice of the payment or denial from the primary Payer. If Medical Group fails to submit a claim in compliance with this paragraph, Medical Group forfeits the right to payment unless Medical Group has certified that the failure to timely submit the claim is a result of a catastrophic event.

Claims may be submitted (1) electronically in the HCFA National Standard Format (NSF) or the current version of the ANSI 837 format or (2) on a completed HCFA 1500 form or 1450/UB92 form, as appropriate.

Medical Group may not submit a duplicate claim prior to the 46th day (for non-electronically filed claims) or the 31st day (for claims filed electronically) after the date the original claim is presumed to be received by HMO Blue. As used herein, “duplicate claim” means any claim submitted by a physician or provider for the same health care service provided to a particular individual on a particular date or service that was included in a previously submitted claim. The term does not include corrected claims.

AMENDMENT TO
SOUTHWEST TEXAS HMO, INC.
d/b/a HMO BLUE® TEXAS
MEDICAL GROUP AGREEMENT
FOR HMO NETWORK PARTICIPATION

This Amendment (the “Amendment”) is entered into by and between Southwest Texas HMO, Inc. d/b/a HMO Blue Texas (“HMO Blue”) and Southwest Medical I.P.A. (“Medical Group”).

WHEREAS, HMO Blue and Medical Group have entered into that certain HMO Blue Medical Group Agreement for HMO Network Participation (the “Agreement”); and

WHEREAS, HMO Blue and Medical Group mutually desire to modify the Agreement as set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

1.	The Agreement is amended as follows:

Delete Attachment A in its entirety and substitute the Attachment A contained in Exhibit I attached hereto.

2.	Except as modified by this Amendment, the Agreement remains unchanged and in full force and effect.

EXHIBIT I

ATTACHMENT A
COMPENSATION / CLAIMS SUBMISSION

A. Compensation. Medical Group agrees to accept as reimbursement for Covered Services the lesser of (1) billed charges or (2) the fee for such service per the attached fee schedules, as specified in Exhibit I, less any applicable Copayments, Coinsurance or Deductible amounts.

B. Claims Submission. Medical Group must submit a claim for Covered Services to HMO Blue or Payer not later than the 95th day after the date Medical Group provides the medical care or the health care services for which the claim is made. For a claim for which coordination of payments applies, the 95-day period does not begin for submission of the claim to the secondary Payer until Medical Group, receives notice of the payment or denial from the primary Payer. If Medical Group fails to submit a claim in compliance with this paragraph, Medical Group forfeits the right to payment unless Medical Group has certified that the failure to timely submit the claim is a result of a catastrophic event.

Claims may be submitted (1) electronically in the CMS National Standard Format (NSF) or the current version of the ANSI 837 format or (2) on a completed CMS-1500 form or CMS-1450 (UB92) form, as appropriate.

Medical Group may not submit a duplicate claim prior to the 46th day (for non-electronically filed claims) or the 3 lst day (for claims filed electronically) after the date the original claim is presumed to be received by HMO Blue. As used herein, “duplicate claim” means any claim submitted by a physician or Provider for the same health care service provided to a particular individual on a particular date or service that was included in a previously submitted claim. The term does not include corrected claims.