Author: Valued Gateway Client
Last saved by: Carol Livingston
Company: SWMIPA

GROUP MANAGED CARE AGREEMENT

This Agreement is entered into by and between Blue Cross and Blue Shield of Texas, a Division of Health Care Service Corporation, a Mutual Legal Reserve Company (hereinafter referred to as “BCB STX”) and Southwest Medical IPA  , a legal entity comprised of individuals duly licensed as M.D.’s, D.O.’s, or D.P.M.’s in the state of Texas (hereinafter referred to as “Medical Group”).

As of the date executed, this Agreement includes the following:

X	Medical Group Agreement - PPO-l/03
X	Attachment A, Compensation — PPOA-3/02

X	BCBSTX has entered into an agreement to delegate Credentialing to Medical Group. This delegation agreement includes Attachment B, Delegation Agreement - PPOB-3/02

Medical Group is a:

x	Primary and Specialty Care Physician Group

Any notice required to be given pursuant to the terms and provisions hereof shall be sent to BCBSTX at:

Blue Cross and Blue Shield of Texas
5225  S. Loop 289, Suite 207
Lubbock, Texas 79424

and to Medical Group at:

Southwest Medical IPA
3803 22nd Street
Lubbock, Texas 79410

In Witness Whereof, the undersigned have executed this Agreement to be effective the 15^th of December 2003.
	
PART I. DEFINITIONS

Agreement means this contract and all attachments, addenda and any amendments appended hereto.

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

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

Covered Services means those health services specified and defined as Covered Services under the terms of a Subscriber’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”), the Center for Medicare and Medicaid Services (“CMS”) or other applicable agency.

Deductible means, if applicable, the specified annual amount of payment for certain Covered Services, expressed in dollars, that the Subscriber is required to pay before the Subscriber can receive any benefits for the Covered Services to which the Deductible applies.

Designated Subscribers means, if applicable, those BCB SIX Subscribers who have selected and been accepted by Medical Group Provider as their Primary Care Physician.

Health Plan means a group or individual health benefits plan, whether insured or self-funded, which provides its participants access to health care services.

In-Network Provider means a Provider of health care services that has a managed care agreement with BCBSTX or another Blue Cross or Blue Shield plan.

In-Network Services means Covered Services provided to Subscribers by an In-Network Provider or are provided in accordance with the Health Plan’s requirements for in-network benefits.

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

Medical Group means the above named duly licensed entity that has an Agreement to provide Covered Services to Subscribers andlor, where applicable by context, the individual Providers appropriately licensed to provide health care services who are participants of Medical Group.

Medical Group Provider means a Provider appropriately licensed to provide health care services who participates in Medical Group.

Out-of-Network Provider means a Provider of health care services that is not an In-Network Provider.

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

Precertification means the procedure for obtaining BCBSTX’s prior approval for certain services provided to Subscribers and as required by the Health Plan.

Primary Care Physician means a In-Network Provider who has agreed to be responsible for providing basic health services, coordinating the care of individual Subscribers and Subscribers to other h-Network Providers.

Proper Referral means in the case of a Health Plan that requires the designation of a Primary Care Physician, an authorization for Covered Services by the Primary Care Physician to any other Provider
and such authorization shall be made as provided in the Provider Manual. In the event an h-Network Provider desires to utilize or refer to an Out-of Network Provider, any use of an Out-of-Network Provider shall be approved in advance by BCBSTX. Where a Health Plan requires a particular Covered Service to be pre-approved, a Proper Referral must include such pre-approval.

Provider means any provider of health care services.

Provider Manual means the document containing BCBSTX policies and procedures, as may be updated
from time to time.

Specialist Physician means a In-Network Provider physician other than a Primary Care Physician.

Subscriber means any person with whom or for whose benefit BCBSTX, a Blue Cross or Blue Shield Plan in another state, a subsidiary of a Blue Cross or Blue Shield Plan in another state or a BCBSTX affiliate has entered into any agreement to provide or administer Covered Services. The phrase “provide or administer” includes an insurance arrangement, an administrative services agreement, or an arrangement whereby an employer or welfare benefit plan contracts with BCBSTX or a Blue Cross or Blue Shield Plan in another state to utilize all or part of a BCBSTX managed care network. The term affiliate includes, but is not limited to, any licensed entity in which BCBSTX or Health Care Service Corporation has an ownership interest.

UM Agent means the entity designated to perform utilization management (“UM”) in connection with the care Of Subscribers of a Health Plan, which is usually indicated on the Subscriber’s identification card. The administrator of the applicable Health Plan may designate itself, BCBSTX or another licensed utilization review agent to act as UM Agent for purposes of this Agreement and may designate one or more TIM Agents to perform various UM activities. To the extent that BCBSTX has been designated as the UM Agent, BCBSTX 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 utilization management 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 Covered Services to Subscribers within the scope of his practice or license.

2.	If Medical Group includes Specialist Physicians, each Medical Group Specialist Physician shall provide to Subscribers those Covered Services which Specialist Physician commonly performs within the scope of his practice or license. Specialist Physician shall render Covered Services subject to the terms and conditions of this Agreement. If Covered Services require a Proper Referral, Medical Group Specialist Physicians agree to render services only upon a Proper Referral.

B.	Availability. Medical Group shall make necessary and appropriate arrangements with other In-Network Providers to ensure that Covered Services are readily available during regular business hours. 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 Subscribers.  In.
the event the Medical Group Provider provides services through a designee, such designee must be an In-Network Provider.

C.	Standard of Care. Medical Group shall comply with all applicable federal and state 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 the BCBSTX’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 in “good standing”
	on the medical staff of at least one h-Network Provider hospital. Medical Group will admit Subscribers only to such In-Network Provider hospital(s) unless BCBSTX agrees that circumstances require otherwise.

E.	Proper Referral and Precertification.

1.	As applicable, Medical Group Primary Care Physicians shall comply with all Proper Referral and Precertification procedures set forth in the Provider Manual. In the event Medical Group must refer to a Provider who is not an In-Network Provider, Medical Group shall obtain Precertification from BCBSTX or its designee prior to such referral.

2.	Medical Group Providers shall provide Covered Services to Subscribers. If applicable, Medical Group Specialist Physicians shall provide Covered Services only upon a Proper Referral of such Subscribers by a Primary Care Physician, except in cases requiring emergency treatment.
Specialist Physician shall discuss with and seek approval from the referring h-Network Provider prior to rendering or arranging any continuing treatment which is beyond the specific treatment authorized in the referral. In addition, Specialist Physician shall not refer a Subscriber to another physician or Provider without the prior concurrence of the Subscriber’s Primary Care Physician, as applicable, who will only refer to, In-Network Providers except in cases of an emergency or
	when, with the concurrence Of the Medical Director, no such In-Network Providers are available. Costs of services rendered by Medical Group or a Medical Group Provider without a Proper Referral or Precertification where required shall be the financial responsibility of Medical Group or Medical Group Provider. The involvement of BCB SIX and/or the applicable UM Agent in decisions relating to the coverage of services rendered to Subscribers under these 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 Subscribers.

F.	Facilities, Equipment and Staff. Medical Group shall provide and maintain facilities and equipment which are of adequate capacity, clean, safe, readily accessible to Subscribers 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 Subscribers 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 Subscribers, 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 any employee or contractor of Medical Group violates any of the provisions of state and regulatory laws or the rules and regulations of BCBSTX 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 suspended said 1icense/certification or is otherwise disciplined by such licensing authority or any professional organization having authority
	over such employee or contracting agent, BCBSTX may immediately require the employee or contractor to cease rendering services to Subscribers.

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.	BCBSTX Complaint Procedures. Medical Group and Medical Group Providers shall cooperate with BCBSTX in identifying, processing and resolving all Subscriber complaints and grievances. Medical Group also agrees to use the Provider complaint procedure in the event Medical Group has a complaint including, but not limited to, Arbitration as described in this Agreement.
	
Subscriber Eligibility. Medical Group may request the Subscriber to present the Subscriber’s
BCBSTX identification card. Obtaining information concerning eligibility at the time of service by Medical Group as described in this Agreement does not guarantee payment by BCBSTX in the event that Subscriber is later determined to have been ineligible for benefits at the time of service.

J.	Termination of the Medical Group Próvidér/Patient Relationship.

1.	As applicable, Medical Group Provider may terminate its professional relationship with a Subscriber as provided for and in accordance with BCBSTX policy. Medical Group Provider may not terminate its relationship with a Subscriber because of such Subscriber’s medical condition or the amount, variety or cost of Covered Services that are required by the Subscriber.

2.	Medical Group acknowledges that a Subscriber may request transfer to another In-Network Provider or Medical Group Provider’s care. Medical Group shall provide patient records, reports and other documentation regarding such Subscriber upon request in order to facilitate the transfer of responsibility to another In-Network Provider.

K.	Required Disclosures. Medical Group shall notify BCBSTX 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 BCBSTX 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);

	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 or a Medical Group Provider’s reasonable control occurs, which substantially interrupts all or a portion of Medical Group’s or a Medical Group Provider’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 BCBSTX, or replacement of coverage which is canceled or terminated;

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

8.	Medical Group or Medical Group Provider becomes aware of any suspension, revocation or relinquishment of Medical Group’s or a Medical Group Provider’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 Medical Group, Medical Group Provider or any employee or contractor of Medical Group or Medical Group Provider.

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

L.	Provider Directory. Medical Group agrees that BCBSTX may list such information as the name, specialty, business address, business telephone number and board status in BCBSTX publications provided to In-Network Providers and Subscribers. BCBSTX may use such information in
advertising and marketing materials and to provide Subscribers information regarding other In-Network Providers.

M.	Medical Group Status.

1.	Medical Group hereby represents and warrants that neither the Medical Group, Medical Group Provider 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 Debarment 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 BCBSTX 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 BCBSTX.

N.	BCBSTX Credentialing Procedures. • Medical Group shall cooperate and comply with, and be subject to, BCBSTX credentialing and recredentialing policies and procedures. Medical Group further acknowledges and agrees that a Medical Group Provider will not become a participant in BCBSTX until approved by BCBSTX pursuant to such credentialing policies and procedures and that continued participation in BCBSTX is subject to the BCBSTX recredentialing process. If Medical Group is delegated for credentialing, Medical Group agrees to abide by the terms in this section and Attachment B.

0.	Capacity. Medical Group or Medical Group Provider must give BCBSTX not less than ninety (90) day prior written notice of closing Primary Care Physician’s practice to new Subscribers. Notwithstanding practice Closure, Medical Group or Medical Group Provider agrees to accept all existing patients who are or become Subscribers. Medical Group and Medical Group Providers will not close their practice to new BCBSTX Subscribers unless Medical Group or Medical Group Provider’s entire practice is closed to new patients of all other health plans. Medical Group agrees that BCB SIX shall have no obligation to guarantee any minimum number of Subscribers to Medical Group and that Medical Group shall accept all patients enrolling as BCBSTX Subscribers except as set forth to the contrary herein.

P.	Medical Group Physicians and Providers. Upon request, Medical Group shall furnish to BCBSTX in advance the standard contract between Medical Group and Medical Group Providers, in accordance with applicable law and regulation. In addition, Medical Group shall provide to BCBSTX 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 this Agreement.

PART III. OBLIGATIONS OF BCBSTX

A.	Provider Manual. BCBSTX shall provide Medical Group with the Provider Manual describing BCBSTX policies and procedures. The Provider Manual shall be updated and distributed by BCBSTX on a periodic basis and in accordance with this Agreement.

B.	Identification Cards. BCBSTX shall issue identification cards to Subscribers as set Provider Manual. BCBSTX will develop and distribute information to Subscribers which will detail Subscriber benefits, rights and responsibilities.

C.	Service Precertifications. BCBSTX shall precertify Covered Services in accordance with the provisions of the Health Plan.

D.	Advisory Review Panel.   BCBSTX will establish one or more health  services delivery advisory review panels within a defined geographic area to advise BCBSTX on a variety of  issues. Medical Group Providers may be requested from time to time by BCBSTX to serve as a member on such panels.
	
F.	Credentialing. BCBSTX shall administer a credentialing and recredentialing program pursuant to which the credentials of physician and provider applicants are reviewed and approved for acceptance as In-Network Providers.

F.	Complaints. BCBSTX will establish and maintain a complaint procedure as required by applicable law.

G.	Directories. BCBSTX will provide Subscribers a provider directory.

PART IV. COMPENSATION

A.	Payment. BCBSTX shall pay for Covered Services rendered to Subscribers as described in
	Attachment A, Compensation/Claims Submission, less any applicable Subscriber Copayments,
Coinsurance or Deductible amounts. BCBSTX or Payer shall make such payment for services in accordance with applicable law and regulation whenever the Health Plan is the primary insurer. Medical Group agrees to promptly make repayment to BCBSTX or Payer when requested. Medical Group shall allow overpayments to be deducted from future payments, for the same or different Subscriber, with an explanation of the action taken. Likewise, any underpayments shall be added to future payments by BCBSTX or Payer to Medical Group. In the event the Subscriber’s benefits are exhausted, Medical Group may continue to provide treatment to the Subscriber if the Subscriber agrees in writing to pay for those services; provided, however, that Medical Group may not charge the Subscriber more than the amount allowed as described in Attachment A. Any dispute arising from such deduction or payment shall be resolved in accordance with Part X, General Provisions, Arbitration.

B.	Copayments. The collection of Subscriber 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 Subscribers 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 BCBSTX. All Copayments, Coinsurance and Deductible amounts which Medical Group is authorized to collect from the Subscriber shall not exceed the amounts so specified.

C.	Claims Data. Complete and properly executed claims must be submitted to BCBSTX within ninety
(90) days of the date when services are rendered. Claims not submitted within three-hundred and sixty-five (365) days of the date when services are rendered will not be considered for payment, and Medical Group may not seek payment from Subscriber. Medical Group shall submit claims to BCBSTX in a format acceptable to BCBSTX.

D.	Subscriber Nonliability and Hold Harmless.

1.	Medical Group hereby agrees that in no event, including, but not limited to, non-payment by BCB SIX, insolvency of BCBSTX 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 Subscriber or persons other than BCBSTX acting on their behalf for Covered Services.  This provision shall not prohibit collection of
	supplemental charges or Copayment, Coinsurance or Deductible amounts

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 Subscriber; 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 Subscriber or persons acting on their behalf.

F.	Billing for Non-Covered Services. In the event that BCBSTX determines a proposed service is not a Covered Service, Medical Group may inform the Subscriber in writing in advance of the service being rendered that the service is a non-Covered Service and bill the Subscriber for the service rendered. The Subscriber must acknowledge this disclosure in writing and agree to accept the stated service as a non-Covered Service billable directly to the Subscriber. Such acknowledgement shall state the Subscriber accepts payment responsibility for the non-Covered Service.
	
F.	Third Party Collections. Medical Group shall cooperate with BCBSTX for the proper coordination of benefits involving Covered Services and 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 with BCBSTX even if Medical Group believes or knows that there is third party liability or other coverage.

PART V. QUALITY IMPROVEMENT AND UTILIZATION MANAGEMENT

A.	BCBSTX Responsibilities. BCBSTX shall conduct quality improvement and utilization management activities that identify, evaluate and remedy problems relating to access, continuity and quality of care, utilization and the cost of services. Accordingly, BCBSTX shall establish and implement a quality improvement and utilization management program as set forth in the Provider Manual. BCBSTX’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 BCBSTX quality improvement and utilization management forms, records and other information shall remain the property of BCBSTX and shall remain confidential.

B.	Medical Group Responsibilities. Medical Group agrees to comply with and be subject to BCBSTX guidelines, policies and procedures, including peer review and quality improvement policies and procedures established by BCBSTX, and to promote Subscriber participation in BCBSTX disease management programs as applicable. 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 Subscriber patient.

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

PART VI. RECORDS

A.	Subscriber Medical Record. Medical Group shall ensure that a medical record is established and maintained for each Subscriber. At a minimum, the record shall include all information about the Subscriber and a description of all services rendered to the Subscriber 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 and Medical Group Provider shall:

1.	Provide BCBSTX, upon request and at no charge, copies of pertinent sections of Subscriber medical records that are in the custody of Medical Group or Medical Group Provider.

2.	Upon reasonable advance notice, allow BCBSTX authorized personnel access to such records on Medical Group’s or Medical Group Provider’s premises during regular business hours.

3.	Transmit information from Subscribers’ medical records by telephone to BCBSTX for purposes of Precertification or other quality improvement and utilization management activities; and

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

C.	Access to Financial Records. BCBSTX shall have access during regular business hours to the books, records and papers of Medical Group relating to covered Services provided to Subscribers, including any charges to, or payments received from, Subscribers by Medical Group. Medical Group shall maintain such records and provide copies of such information to BCBSTX, at no charge, as may be necessary for compliance with state and federal law.

D.	Confidentiality. BCBSTX and Medical Group agree to keep confidential and to take necessary precautions to prevent the unauthorized disclosure of any medical and/or contractual records and
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information required to be prepared or maintained by Medical Group or BCBSTX as described in the Provider Manual and under this Agreement.

F.	Regulatory Compliance. Medical Group shall maintain such records, and provide such information to BCBSTX, 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 BCBSTX 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 Subscribers shall be open to inspection during regular business hours by BCBSTX and state and federal authorities.

PART VII. INSURANCE

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. BCBSTX 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 BCBSTX upon execution of 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.

C.	Immediate Termination or Suspension. BCBSTX may, at its option, immediately terminate this Agreement with Medical Group or a Medical Group Provider by written notice if there is imminent harm to patient health, action against Medical Group’s or Medical Group Provider’s license to practice, fraud, or in the event a Medical Group Provider is sanctioned, reprimanded or has their license probated, suspended, revoked or impaired by any licensing authority or review o tion, including, but not limited to any Blue Cross and Blue Shield Plan, Peer Review Organization, hospital medical staff or any state licensing board. 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 BCBSTX pursuant to Sections B or C above, BCBSTX 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 
	a review be conducted by BCBSTX’s advisory review panel 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 BCBSTX’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, BCBSTX will not notify Subscribers 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, BCBSTX may notify Subscribers immediately. Upon request, BCBSTX will provide Medical Group with a copy of the recommendation of the advisory review panel and BCBSTX’s determination with respect to such review. The decision of the advisory review panel must be considered by BCBSTX, but is not binding upon BCBSTX.

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:
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1.
Termination shall not affect any rights 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 Subscriber of “special circumstance” (as defined by applicable, law) or BCBSTX from its obligation to reimburse Medical Group for such services at the rate set forth in this Agreement. Special circumstance shall be identified by’ Medical Group, who must ‘request that the Subscriber be permitted to continue under Medical Group’s care and who must agree not to seek payment from Subscriber for any amounts for which Subscriber 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 BCBSTX’s obligations hereunder shall continue until the earlier of the appropriate transfer of Subscriber’s care to another h-Network Provider or the expiration of ninety (90) days from the effective date of termination of the Agreement. Additionally, Medical Group’s and BCBSTX’s obligations hereunder shall continue up to nine (9) months in the case of a Subscriber 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 Subscriber who, at the time of the termination, is past the _24th week of pregnancy. Medical Group agrees to cooperate in the referral of Subscribers to other h-Network Providers in order to assure continuation of care. Nothing herein shall be construed as requiring ]3CBSTX to agree to cover continued care rendered by Medical Group who BCBSTX deems unfit to care for Subscribers by reason of incompetence or unprofessional behavior or otherwise.

3.	Medical Group agrees, at BCBSTX’s option, to provide Covered Services to Subscribers, including any Subscribers who become eligible during the notice period set forth in paragraph B above, in accordance with the terms of this Agreement until appropriate transfer of Subscribers 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 BCBSTX 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, BCBSTX acknowledges and agrees that it will provide at least thirty (30) days advance notice to Subscribers receiving care from Medical Group of the impending termination. If Medical Group is terminated for reasons related to imminent harm, BCBSTX may notify Subscribers immediately. Medical Group agrees to cooperate with BCBSTX 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 BCBSTX 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 BCBSTX’s authority or responsibility to comply with all regulatory requirements.

PART X. GENERAL PROVISIONS

A.	Arbitration. In the event any dispute shall continue after all BCBSTX administrative remedies have been exhausted with regard to performance or interpretation of any of the terms of this Agreement, all matters in controversy, except compensation as described in Attachment A, shall be submitted for Arbitration under the commercial rules and regulations of the American Arbitration Association, and in accordance with the Texas General Arbitration Act (Chapter 171 Texas Civil Practice and Remedies Code). Both parties expressly covenant and agree to be bound by the decision of the
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arbitrators as a final determination of the matter in dispute, subject to any right of appeal under Texas law. The costs of arbitration, including reasonable attorney’s fees, shall be borne as determined by the arbitration award.

B.	Assignment. No part of this Agreement, or any rights, 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, BCBSTX, without Medical Group’s consent, may validly assign this Agreement to any affiliate of BCBSTX.

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, Medical Group Providers 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 Subscriber 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 BCBSTX or the Subscriber.

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

F.	Entire Agreement. This Agreement, together with the attachments hereto and the standards, policies and procedures established by BCBSTX 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. The parties agree that the Provider Manual referenced herein affects the understanding of the parties as set out in this Agreement.

G.	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.

H.	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.

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.

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

K.	Partial Invalidity. If for any reason any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.
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L.	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 BCBSTX coverage limitations; or (2) the provisions, terms, requirements or services of the BCBSTX as they relate to the medical needs of the patient.

M.	Retaliation. BCBSTX 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 Subscriber reasonably filed a complaint against BCBSTX or has appealed a decision of
BCBSTX.

N.	Self-Funded Plans. Some Subscribers are participants of a self-funded plan. Medical Group acknowledges and agrees that BCBSTX does not underwrite the benefits of such plans and that the self-funded plan, and not BCBSTX, has sole financial responsibility for payment of all benefits for Subscribers of self-funded plans.

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

P.	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.

Q.	Association. Medical Group understands that this Agreement constitutes ‘an agreement solely between Medical Group and BCBSTX. BCBSTX is an independent corporation operating under a license from the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans (the Association). The license from the Association permits BCBSTX to use the Blue Cross and Blue Shield Service Marks in the State of Texas. BCBSTX is not contracting as an agent of the Association. Medical Group also understands that Medical Group has not entered into this Agreement based upon representations of any person or entity other than BCBSTX. No person, entity or organization other than BCBSTX is held accountable or liable to Medical Group or Medical Group Providers for any of BCBSTX’s obligations created under this Agreement. This paragraph shall not create any additional obligations whatsoever on the part of BCBSTX other than those obligations created under other provisions of this Agreement.

R.	Disclosure. Medical Group and Medical Group Providers are entitled, upon request, to all information necessary to determine that Medical Group and Medical Group. Providers are being compensated in accordance with the terms of this Agreement. Medical Group and Medical Group Providers may consult the Blue Cross and Blue Shield of Texas web site for further information and instructions.
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ATTACHMENT A

COMPENSATION / CLAIMS SUBMISSION

A.	Compensation. Medical Group agrees to accept as reimbursement for Covered Services the lesser of(l) billed charges or (2) the BCBSTX fee schedule, less any applicable Copayments, Coinsurance or Deductible amounts.

B.	Claims Submission. In order to qualify for consideration for payment, claims for Covered Services and any required attachments must be submitted to BCBSTX as set, forth in the Provider Manual and must be submitted (I) 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.

AMENDMENT TO
BLUE CROSS AND BLUE SHIELD OF TEXAS
MEDICAL GROUP AGREEMENT

This Amendment (the “Amendment”) is entered into by and between Blue Cross and Blue Shield of Texas (hereinafter referred to as “BCBSTX”) and Southwest Medical I.P.A. (“Medical Group”).

WHEREAS, BCBSTX and Medical Group have entered into that certain BCBSTX Medical Group Agreement (the “Agreement”); and

WHEREAS, BCBSTX 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:

1.1	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.