Title: MANAGED CARE, INC
Author: Valued Gateway Client
Last saved by: Carol Livingston
Company: SWMIPA

MANAGED CARE, INC.
dba GALAXY HEALTH NETWORK
PARTICIPATING PHYSICIAN AGREEMENT

THIS AGREEMENT is entered into on this 15th day of April, 2003 by and between Managed Care, Incorporated dba Galaxy Health Network (“GHN”), a corporation organized under the laws of the State of Texas, and Southwest Medical I.P.A. (‘Physician(s)”), a physician, or physician group licensed under the laws of the State of Texas.

For the purposes of this Agreement, the term “Preferred Provider Arrangement” shall mean a group health care policy or agreement marketed by an insurance company or other payor (“Payor”) to employer groups, or if Payor is a self-insured employer or governmental entity, offered by Payor to its employees. Any such Preferred Provider Arrangement(s) shall include incentives for covered individuals (“Covered Persons”) to receive hospital services from hospitals on GHN’s panel of hospital providers (“Participating Hospitals”), and to receive physician services from GHN’s panel of physician providers (“Participating Physicians”).

In consideration of the mutual promises herein contained, GHN and Physicians agree as follows:

I.	AGREEMENTS WITH PAYORS

The parties anticipate that GHN will establish and manage a provider network by contracting with Participating Hospitals .and Participating Physicians. GHN will negotiate and enter into agreements with Payors for the provision of services to Covered Persons (“Participating Payor Agreements”). GHN agrees to use its best efforts to market its provider network to Payors. Physician hereby appoints GHN as its agent to enter into such Participating Payor Agreements and authorize GHN to offer such Payor(s), directly or through brokers or agents, the provision of physician services by Physician in accordance with the terms and conditions stated herein and in each Participating Payor Agreement. In making this appointment of GHN as his/her agent, Physician acknowledges and agrees that GHN is not an insurer, indemnifier, provider of health care benefits, or guarantor of payments to Physician. Also, with the sole exception of this appointment, the parties mutually agree that GHN and Physician are at all times acting and performing as independent contractors and that neither party is or shall be considered an agent, servant, employee or joint venture with the other party. If difficulty arises with a Payor, then Galaxy Health Network will work to correct the problem or agree to drop Payor from network on behalf of Southwest Medical IPA.

II.	PARTICIPATION STANDARDS

The following list sets forth the minimum standards for Participating Physicians:

2.1	Physician Services. Physician agrees to provide Covered Persons all medically necessary services which are both within the scope of Physician’s practice and are services to which the Covered Persons are entitled under their Preferred Provider Arrangements marketed or offered by any Payors through individual, individual coverage, workers compensation policy, or group health insurance policy, point of service option or other plans, whom GHN has entered into Participating Payor Agreements. Physician agrees that any services he/she provides to Covered Persons pursuant to any such Preferred Provider Arrangement(s) shall be subject to the terms of this Agreement and shall be rendered in a manner which is consistent with accepted standards of medical care, and in the same manner and within the same time availability as services Physician provides to his/her other patients.

2.2	Referrals and Admissions. When medically necessary and in keeping with the Physician’s best medical judgment, Physician shall use his/her best efforts to refer or admit Covered Persons to other Participating Physicians and/or Participating Hospitals. Physician agrees to notify each Covered Person, when referring that Covered Person to a provider who is not participating in the GHN network that the in-network benefits may/may not apply to care received from the non-participating provider.

2.3	Utilization Management. Physician agrees to cooperate to the extent allowed by law with such utilization management programs and Quality Assurance programs as may be used, if any, by Participating Payors in regard to Covered Persons.

2.4	Compensation. Physician agrees to accept as compensation in full from Payor for services rendered pursuant to any Preferred Provider Arrangement payments made in accordance with the provisions set forth in EXHIBIT A, which is incorporated herein by reference, less any applicable Covered Person payments or any amounts payable to the Physician by another Pay& under the coordination of benefits provisions of the applicable Preferred Provider Arrangement. Physician agrees that under no circumstances shall  GHN be responsible for, nor shall Physician have any legal recourse against GHN, for payments for services rendered by Physician. With the exception of any Covered Person co-payments or other Covered Person payments specified under a Preferred Provider Arrangement, Payors shall be solely responsible for all payments for services rendered by Physician. Physician understands and agrees that he/she shall not be entitled to receive payment from Payor for services that (1) are not covered by or provided in accordance with the terms and conditions of the applicable Preferred Provider Arrangement, or (2) are determined not to have been medically necessary pursuant to the quality assurance and utilization management procedures established pursuant to Section 2.3 of this Agreement. GHN is not the insurer, guarantor, or  underwriter of the liability of Payor to provide benefits to or for Covered Persons. All final claims decisions will be the responsibility of Payor. GHN will use its best efforts to resolve any dispute between Payor and Physician. If Payor does not pay according to contracted fees, then GHN will tenninate Payor at physicians’ request.

2.5	Claims Processing and Covered Person Billing. Physician shall comply with the claims processing and payment procedures established by GHN and/or mutually agreed to by GHN and any Payor(s). Under no circumstances shall Physician charge, bill or balance bill Covered Persons for:

(1)	services covered by a Preferred Provider Agreement.
(2)	services that are determined not to have been medically necessary pursuant to the quality assurance and utilization management procedures established pursuant to Section 2.3 of this Agreement, and
(3)	services for which Physician is not entitled to payment, in part or in whole, because of the failure of Physician to meet any of the requirements of this Agreement or any Preferred Provider Arrangement.
(4)	GHN warrants that it will use its best efforts to insure that all clean claims are paid within the time frame as provided by state law, but no more than thirty (30) days. Physician reserves the right to revert to full charges if claims are not paid within thirty (30) days of Payor’s receipt of a clean claim. Payor must notify physician of claim which is not clean prior to the thirty (30) day limit.

This Section 2.5 shall not apply to: (1) services not covered by a Preferred Provider Arrangement, and (2) any Covered Person co-payments or other Covered Person payments specified in a Preferred Provider Arrangement. If Covered Person does not have an insurance card identifying Payor and GHN when registering for doctor visit, then any discount will be waived by patient.

2.6	Medical Records. Physician, at his/her sole expense, shall maintain medical records of services he/she provides to each Covered Person, and shall treat such records as confidential so as to comply with all applicable state and federal laws and regulations. Upon receipt of appropriate evidence of a release of medical records by Covered Person, Physician shall make such records available to GHN and Payor(s) to the extent requested for purposes of compliance with applicable quality assurance and utilization management programs. GHN and Payors, their offices, directors, employees and agents shall hold such information in the strictest confidence and shall not, voluntarily or involuntarily, sell, transfer, publish, disclose, display or otherwise make available to others any portion of such information or related materials without the express written consent of the Covered Person.

2.7	Insurance. Physician, at his/her sole expense, agrees to maintain such policies of general liability and professional liability insurance as shall be necessary to insure Physician, and any person(s) for whose acts or omissions Physician is responsible against any claim for damages against Physician or such person(s) in connection with this Agreement. Professional malpractice liability limits shall be at least $200,000 per occurrence and $600,000 aggregate per year. Physician shall provide documentary evidence of these insurance policies to GHN upon request. Physician shall immediately notify GHN of any material adverse change in such insurance coverage, and of any actual claim(s) filed or imminent threat of any claims(s) to be filed by a Covered Person, or someone acting on a Covered Person’s behalf, against Physician.

2.8	Coordination of Benefits. Physician agrees to cooperate in the effective implementation of any coordination of benefits provisions applicable to any Preferred Provider Arrangement marketed or offered by a Payor with whom GHN has entered into a Participating Payor Agreement.

2.9	Use of Name in Marketing Material. Physician agrees that GHN shall be allowed to include Physician’s name, office address and telephone number, and areas of specialization, if any, in any marketing materials or information prepared or used by GHN.

2.10	Grievances. Physician agrees to comply with Payors and/or GHN’s grievance procedures, if any, in the resolution of any Covered Person’s complaints or grievances that may arise from Physician’s provision of medical services. Grievance procedure being if any controversy arises out of or relates to this Agreement, the parties involved in the dispute shall meet to attempt to resolve the controversy between them. If the controversy cannot be resolved, it shall be settled by arbitration in accordance with the rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) maybe entered in any court having jurisdiction. The parties agree to divide the associated costs of arbitration equally.

2.11 Indemnification. Neither GHN nor Physicians (including their officers, agents, and employees) shall be liable to any other person or entity for any act or omission of the other party. Each party agrees to hold harmless the other party from all claims, loss, damages, liabilities or expenses arising out of any act or omission of the other party.

III.	PHYSICIAN REPRESENTATIONS

3.1	License. Physician represents and warrants that he/she is currently, and for the duration of this Agreement shall remain, licensed under the laws of the State of Texas to render the services contemplated by this Agreement. Physician shall immediately notify GHN of any formal disciplinary action or action to suspend or revoke his/her license.

3.2	Physician Application. Physician represents and warrants that the information contained in his/her Physician Application, which becomes part of this Agreement to GHN is true and complete.

3.3	Hospital Privileges. Physician represents that he/she has active privileges in good standing to admit and discharge in at least one GHN Participating Hospital. Physician shall immediately notify GHN of any formal disciplinary action with respect to such hospital privileges.

3.4	Other Licenses and Privileges. Physician represents that he/she has not had his/her license to prescribe medication suspended or limited and that he/she has not had Ins/her privileges to participate in the Medicare or Medicaid Programs suspended or revoked within the previous five years from the initial date of this Agreement. Physician shall immediately notify GHN of any formal disciplinary action with regard to any license or privilege enumerated in this Section 3.4.

IV.	TERM AND TERMINATION

4.1	Term. This Agreement shall commence on the date first above-written and shall continue in effect for one (1) year. Thereafter, this Agreement shall renew automatically for successive one (1) year  terms, unless either party gives the other written notice of its desire to terminate this Agreement, in which case this Agreement shall terminate at the end of a sixty (60) day notice period from the date of the notice.

4.2	Termination for Cause. Not withstanding any other provision of this Agreement, GHN may immediately terminate or suspend this Agreement for cause, upon notice to Physician summarizing the reason(s) for termination or suspension, excluding suspension for medical record issues. Cause shall include, but not be limited to, (i) conduct by Physician for which his/her license maybe revoked or suspended by an authorized board of physician licensure (whether or not such board revokes or suspends Physician’s license); (ii) any disciplinary action against Physician by an authorized board of physician licensure or any professional organization; (iii) any material adverse change in Physician’s general liability or professional insurance coverage required hereunder; (iv) any material misstatement in the Physician Application submitted to GHN by Physician; and (v) any material adverse change or voluntary termination of active hospital privileges at a Participating Hospital.

4.3	Termination for Breach. Upon a breach of this Agreement by either party (the.”Breaching Party”), the other party (the “Non-Breaching Party”) may immediately terminate this Agreement if the Breaching Party does not cure the breach within fifteen (15) days of receiving written notice of the breach from the Non-Breaching Party requesting that the breach be cured.

4.4 Obligations Following Termination. Physician agrees that following the effective date of termination of this Agreement, Physician shall (i) continue to treat Covered Persons then under a course of treatment pursuant to the terms of this Agreement until provision has been made for their treatment by another Participating Physician, and (ii) continue to treat Covered Persons pursuant to the terms of this Agreement for the period during which GHN’s Participating Payor Agreements in effect on the date of termination hereof remain in effect. If there is no other participating physician, then the period as to terms of this agreement shall expire in ninety (90) days and physician care will revert to physician charges with no discount.
	
V.	GENERAL PROVISIONS

5.1	Notices. Any notice required to be given pursuant to the terms and provisions hereof shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, to GHN and to Physician at their respective place of business as designated from time to time by the parties.

5.2	Governing Law; Severability. This Agreement shall be governed in all respects by the laws of the State of Texas. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the terms hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, or  unenforceable provision had never been a part hereof, and the remaining provisions shall remain in full force and effect unaffected by such severance; provided that if the invalid provision is material to the overall purpose and operation of this Agreement then this Agreement shall terminate upon the severance of the illegal, invalid, or unenforceable provision.

5.3	Waiver. The waiver by either party of any breach of any provision of this Agreement or warranty or representation herein set forth shall not be construed as a waiver of any subsequent breach of the same or any other provision. The failure to exercise any right hereunder shall not operate as a waiver of such right. All rights and remedies provided for herein are cumulative.

5.4	Amendments. No amendment to this Agreement shall be valid unless it is in writing and signed by the parties, except that this Agreement maybe amended (i) by GHN to comply with applicable federal, state or local laws or regulations; and (ii) by GHN upon sixty (60) days prior written notice to Physician, unless Physician objects thereto in writing within thirty (30) days of receiving such notice. If Physician objects to an amendment in accordance with this paragraph, GhN shall have the right to immediately terminate this Agreement.

5.5	Entire Agreement. This Agreement, including any attachments, contains all the terms and conditions agreed upon by the parties hereto regarding the subject matter of this Agreement.

5.6	Mediation. Should any dispute arise regarding the performance or interpretation of any of the terms of this Agreement, the parties shall first attempt to resolve such dispute through non-binding mediation for a period of not less than thirty (30) days. The parties agree that such mediation shall be presided over by a mediator appointed by the American Arbitration Association, or such other organization or individual mutually agreeable to the parties.

EXIHBIT A
GALAXY HEALTH NETWORK
Compensation Schedule
Percentage of Charges

Acceptable payment shall be defined as:

An amount equal to NINETY percent (90%)of billed charges for patient services as indicated on the HCFA-1500 or other approved form.

This shall include amounts paid by the Covered Person, such as co-payments, deductibles and other coinsurance.

GALAXY HEALTH NETWORK agrees that the information contained herein is confidential and will not be shared or released to any other party without the written consent of the Physician.

ADDENDUM TO AGREEMENT
FOR DELEGATION OF CREDENTIALING

This Addendum to the Participating Group Agreement is entered into by and between Galaxy Health Network (GHN) and Southwest Medical IPA.

Therefore, intending to be legally bound, the parties do agree as follows; Galaxy
Health Network delegates to Southwest Medical IPA the credentialing and
recredentialing activities hereinafter described, subject to the terms of this
Addendum, including any and all attachments hereto.

I.	Southwest Medical IPA Obligations:

A.	Southwest Medical IPA warrants and agrees that the providers it identifies to Galaxy Health Network as “Credentialed Providers” have successfully completed its credentialing process as approved on this date (the “Credentiali ng Process”).
B.	Southwest Medical IPA agrees to cooperate with Galaxy Health Network and agrees to permit Galaxy Health Network access to all of its credentialing files, including Quality Improvement information and data used for recredentialing, records obtained through the credentialing committee minutes, or written summary of such minutes, to facilitate periodic auditing of Southwest Medical IPA Credentialing Process.
C.	Southwest Medical !PA agrees to implement de!egated credentia!ing corrective actions resulting from the findings of pre-assessment and/or monitoring by Galaxy Health Network of the delegated functions and to complete such delegated credentialing corrective actions within the time frame prescribed by Galaxy Health Network.
D.	Southwest Medical IPA agrees to provide Galaxy Health Network a monthly list of providers who were credentialed, recredentialed, disciplined, suspended, or terminated during the previous month.

II. 	Galaxy Health Network’s Obligations:

A.	Galaxy Health Network maintains the right and responsibility to oversee all credentialing activities provided by Southwest Medical IRA and to approve or require changes to the Credentialing Process from time to time.
B.	Galaxy Health Network agrees to notify Southwest Medical IPA within thirty (30) days of any changes to either the NCQA and/or Galaxy Health Network standards.
C.	Galaxy Health Network expressly agrees to maintain the confidentiality of any and all information contained in Southwest Medical IRA’s files, even after termination of the Agreement between parties.
D.	Galaxy Health Network agrees to add new Providers into all necessary information systems within thirty (30) days of notification from that Southwest Medical IRA such provider is a “Credentialed Provider.”

III.		Termination of this Addendum:

A.	In the event Southwest Medical IPA wishes to cease the activities, which have been delegated under this Addendum, Southwest Medical IPA shall give Galaxy Health Network at least sixty (60) days prior written notice.
B.	In the event Southwest Medical IPA defaults or fails to perform, keep, or fulfill any obligation or condition set forth in this Addendum, Galaxy Health Network may give terminate this Addendum effective at such date specified in such notice.