EXHIBIT 10.24
RENAISSANCE PHYSICIAN ORGANIZATION
FULL SERVICE MANAGEMENT AGREEMENT
TABLE OF CONTENTS
FULL-SERVICE MANAGEMENT AGREEMENT
FINAL VERSION APPROVED BY BOARD
This Full Service Management Agreement is made and entered into as of this
16th day of April, 2001, effective as of the 1 day of February 2001, by and
between GulfQuest, LLC a Texas limited liability company ("Manager"), and
Renaissance Physician Organization, a Texas non-profit corporation
("Renaissance").
WITNESETH:
WHEREAS, Renaissance is a duly organized and validly existing Texas
nonprofit corporation that is engaged in the business of arranging medical
services through independent contractor relationships with physicians who are
members of Independent Physician Associations (IPAs). Each of which IPAs shall
be Members of Renaissance and contract with it for management services;
WHEREAS, Manager is a duly organized and validly existing Texas limited
liability company that provides management and administrative services to
physician networks, IPAs; and other professional health care entities and
individuals;
WHEREAS, Renaissance and Manager mutually desire an arrangement that
facilitates the management and administration of the business operations of
Renaissance;
WHEREAS, Renaissance desires to engage Manager to provide such management
and administrative services as are necessary and appropriate for the
administration of Renaissance's business, including the management of risks that
Renaissance has undertaken with third party payors and the negotiation,
monitoring and the quality assurance of contracts with third party payors, all
upon the terms and conditions set forth in this Agreement.
WHEREAS, Manager desires to provide Renaissance with such management and
administrative services, all upon the terms and conditions set forth in this
Agreement.
NOW THEREFORE, for and in consideration of the mutual terms, covenants and
conditions established in this Agreement, the adequacy of which is now and
forever acknowledged, the parties mutually agree as follows.
ARTICLE I. DEFINITIONS
For the purposes of this Agreement, the following terms shall have the
meanings ascribed thereto in this section or above, unless otherwise clearly
required by the context in which the term is used.
1.1 Agreement. The term "Agreement" shall mean this Full-Service Management
Agreement by and between Manager and Renaissance and any amendments as may
be adopted as provided in this Agreement.
1.2 IPA. . IPA shall mean an Independent Physician Association, organized as a
Texas business entity, which is a Class A Member of Renaissance and
contracts with Renaissance for management services.
1.3 Renaissance Account. The term "Renaissance Account" shall mean the bank
account of Renaissance as described in Section 3.7 hereof.
1.4 Renaissance Expense or Renaissance's Expense. The term "Renaissance
Expense" or "Renaissance's Expense" shall mean an expense or cost incurred
by Manager or Renaissance and for which Renaissance is financially liable,
regardless of whether the transfer of Renaissance's funds to satisfy
Renaissance's financial liability is performed by Renaissance or by Manager
on Renaissance's behalf.
1.5 Management Fee. The term "Management Fee" shall mean Manager's compensation
for nomnedical management and administrative services established as
described in Article V.
1.6 Manager Expense or Manager's Expense. The term "Manager Expense" or
"Manager's Expense" shall mean an expense or cost incurred by Manager in
the course of fulfilling the terms of this Agreement, but which is not a
Renaissance Expense and will not be paid by Renaissance. Fees, expenses and
costs incurred by Manager for professional services or for any
accreditation reports survey or similar regulatory item required by any
governmental or quasi-governmental body by Manager shall not be included
within the term "Manager's Expense" or "Manager Expense" but shall be a
Renaissance Expense.
1.7 Medical Services. The term "Medical Services" shall mean general medical,
specialty and other health care services provided by Physicians and other
professional personnel, pursuant to contracts between Renaissance and third
party payors, including, without limitation, employees and independent
contractors.
1.8 Physician or Physicians. The term "Physician" or "Physicians" shall mean
the individual licensed professionals, individually or collectively, with
whom Renaissance has provider agreements and which are at all times
participating physicians with a Member IPA.
1.9 State. The term "State" shall mean the State of Texas
1.10 Term. The term "Term" shall mean the initial and any renewal periods of
duration of this Agreement as described in Section 6.1.
ARTICLE II. APPOINTMENT AND AUTHORITY OF MANAGER.
2.1 Appointment. Renaissance appoints Manager as its sole and exclusive agent,
for capitated risk management business only, for the management and
administration of the business functions and affairs of Renaissance and
Manager accepts such appointment, subject at all times to the provisions of
this Agreement
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2.2 Authority. Consistent with the provisions of this Agreement, Manager shall
have the responsibility and commensurate authority to provide, to the
extent not provided by Renaissance under this Agreement, management and
administrative services for Renaissance, including, without limitation, the
management of risks that Renaissance has undertaken with third party payors
and the negotiation, monitoring and the quality assurance of contracts with
third party payors. In connection with provision of such services, Manager
shall provide support services, personnel, administration, financial
services, data processing, debt collection, general accounting services and
other business office services. Manager is expressly authorized to provide
such services in any reasonable manner Manager deems appropriate to meet
the day-to-day requirements of the business functions of Renaissance. To
the extent practicable, Manager, at its discretion, may perform such
business office services for Renaissance at locations of Manager's
choosing; however, Manager's primary place of business shall at all times
be located in Houston, TX. The parties acknowledge and agree that the
Physicians, and not Manager, shall be responsible and liable for and shall
have complete authority, supervision, and control over the provision of all
Medical Services performed for patients and that all diagnoses, treatments
and procedures related to Medical Services shall be provided and performed
under the supervision of Physicians as such professionals, in their sole
discretion, deem appropriate.
ARTICLE III. COVENANTS AND RESPONSIBILITIES OF MANAGER.
3.1 Management and Administration. During the Term of this Agreement, Manager
shall provide all management and administrative services as are necessary
and appropriate for the administration of Renaissance's operations as
described in Section 2.2, this Article III and elsewhere in this Agreement
in a good and appropriate manner and in accordance with all applicable
industry standards, the law and all rules, regulations and guidelines of
applicable governmental agencies.
3.2 Quality Assurance, Risk Management and Utilization Review. Manager shall
assist Renaissance to establish and monitor procedures to promote the
consistency, quality, appropriateness and medical necessity of Medical
Services provided by Physicians pursuant to or in connection with third
party payor agreements. Manager shall provide administrative support for
such procedures and, in connection with third party payor agreements, shall
monitor participation in Renaissance's quality assurance, risk management
and utilization review programs. Manager shall provide regular reports to
Renaissance regarding such activities.
3.3 Licenses and Permits. Manager shall, at Renaissance's Expense and on behalf
of and in the name of Renaissance, coordinate all development and planning
processes, and apply for and use Manager's best effort to obtain and
maintain all federal, state, and local licenses and regulatory permits,
third-party payor agreements and identification numbers required for or in
connection with the operation of Renaissance.
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3.4 Manager Personnel.
3.4.1 Management Personnel. Manager shall employ or otherwise retain, at
Manager's Expense, and shall be responsible for selecting, training,
supervising and terminating all personnel as Manager deems reasonably
necessary and appropriate for performance of its duties and
obligations under this Agreement. Manager shall have sole
responsibility for determining the salaries and benefits of all such
management and administrative personnel, for paying such salaries and
providing such benefits, and for withholding, as required by law, any
sums for income tax, unemployment insurance, social security, or any
other withholding required by applicable law or governmental
requirement.
3.4.2 .Non-exclusivity. Manager and the nonmedical management and
administrative personnel provided to Renaissance by Manager pursuant
to this Agreement shall not have an obligation to provide services to
Renaissance exclusively. This Agreement shall not prevent Manager from
performing such services for others or restrict Manager from so using
Manager's personnel provided pursuant to this Agreement. However, if
Manager seeks to provide services to any competitive organization,
either network or IPA within the service area of Renaissance and/or
its Member IPAs, then Manager must obtain consent of Renaissance and
any affected Member IPA,. Manager shall use reasonable efforts,
consistent with sound business practices, to honor the specific
requests of Renaissance with regard to the assignment of Manager's
personnel; provided, however, that Manager reserves the sole right to
determine the assignment of its personnel In the assignment of
administrators and provider representatives, each IPA shall have the
right to refuse or to request replacement of such individuals. At all
times, each IPA shall have a designated administrator and provider
representative.
3.4.3 Equal Employment Opportunity. Without limitation of any provision of
this Agreement, Manager expressly agrees to abide by any and all
applicable federal and/or state equal employment opportunity statutes,
rules and regulations, including without limitation, Title VII of the
Civil Rights Act of 1964, the Equal Employment Opportunity Act of
1972, the Age Discrimination in Employment Act of 1967, the Equal Pay
Act of 1963, the National Labor Relations Act, the Fair Labor
Standards Act, the Rehabilitation Act of 1973, and the Occupational
Safety and Health Act of 1970, all as may be modified or amended.
3.4.4 Labor Reports. Manager shall appropriately prepare, maintain, and
file all requisite reports and statements regarding income tax
withholdings, unemployment insurance, social security, workers'
compensation, equal employment opportunity, or other reports and
statements required with respect to personnel provided by Manager
under this Agreement.
3.5 Consultants. Manager shall render such business and financial management,
consultation, and advice as may reasonably be requested by Renaissance in
connection with the business operations of Renaissance. In addition,
Manager shall, at Renaissance's request and at Renaissance's Expense,
provide consultation and advice as reasonably necessary,
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by retaining specialists in such areas as accounting, auditing, budgeting,
physician practice management, finance, government programs, insurance,
management development, medical records, nursing, physician recruitment,
quality assurance, systems and procedures, and third party reimbursement.
3.6 Managed Care. Manager shall advise Renaissance with respect to and
negotiate on Renaissance's behalf and subject to Renaissance's approval,
all contractual arrangements with third party payors as are reasonably
necessary and appropriate for the conduct of Renaissance's business.
3.6.1 Contract Negotiations. Manager shall advise Renaissance with respect
to and negotiate on Renaissance's behalf and subject to Renaissance's
approval, all contractual arrangements with third party payors as are
reasonably necessary and appropriate for the conduct of Renaissance's
business.
3.6.2 Eligibility Tracking. Manager will establish and maintain a system of
eligibility tracking, which will be the basis for payment of
capitation amounts.
3.6.3 Customer Service. Manager will train its employees in customer
service, and will handle complaints or service requests in a
professional manner.
3.6.4 Claims processing/collection. Manager shall process all claims in a
prompt manner in compliance with applicable payor requirements and
state and federal law and regulations.
3.7 Administration of Funds. Manager shall have access to the Renaissance
Account, which shall be established and maintained at a bank selected by
Manager and approved by Renaissance. In connection with the administration
of funds under this Section and throughout the Term, Renaissance grants
Manager a special power of attorney and appoints Manager as Renaissance's
true and lawful agent and attorney-in-fact, and Manager accepts such
special power of attorney and appointment, to deposit appropriate funds
into the Renaissance Account and to make withdrawals from the Renaissance
Account for payments specified in this Agreement and as requested by
Renaissance. Manager shall be obligated to deposit any monies or other
assets it receives for any reason on behalf of Renaissance in the
Renaissance Account. Notwithstanding the special power of attorney granted
to Manager hereunder Renaissance may continue to draw checks on the
Renaissance Account. Upon request of Manager or the financial institution
wherein the Renaissance Account is maintained, such additional documents or
instruments as may be necessary to evidence or effect the special power of
attorney granted to Manager by Renaissance.
3.8 Fiscal Matters.
3.8.1 Annual Budget. Annually and at least sixty (60) days prior to the
commencement of each fiscal year of Renaissance, which shall be the
calendar year, Manager shall prepare and deliver to Renaissance an
operational budget for such fiscal year ("Budget"), setting forth an
estimate of Renaissance's revenues and expenses. Such Annual Budget
shall be effective upon approval by the Board of
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Renaissance, and the budget shall be revised and resubmitted until
approval is granted.
3.8.2 Accounting and Financial Records. Manager shall establish and
administer accounting procedures, controls, and systems for the
development, preparation and safekeeping of records and books of
account relating to the business and financial affairs of Renaissance,
all of which shall be prepared and maintained in accordance with sound
business practices. Manager shall supervise the preparation of and
deliver to Renaissance, as soon as practicable after the end of each
fiscal year but in no account longer than 90 days, a balance sheet and
a profit and loss statement reflecting the financial status of
Renaissance as of the end of such prior fiscal year, all of which
shall be prepared in accordance with sound business practices.
Additionally, Manager shall prepare and deliver to Renaissance, within
30 days after the end of the month, monthly financial statements of
Renaissance for the immediately preceding month.
3.8.3 Access. Renaissance shall have the right at all times during normal
business hours to audit, examine, and make copies of books of account
maintained by Manager on Renaissance's behalf.
3.8.4 Audit. At the request of Renaissance, Manager will arrange for and
cooperate in conduct of an independent audit or other financial review
of Renaissance financials, at Renaissance expense. Renaissance and all
Member IPAs will select one accounting firm for all such audits,
whether of Renaissance or individual IPAs.
3.9 Tax Returns and Taxation Matters. Manager shall arrange for the preparation
of all appropriate tax returns and reports, by a mutually agreeable third
party, required of Renaissance, at Renaissance Expense. As requested by
Renaissance, Manager shall, on behalf of Renaissance and at Renaissance's
Expense, protest and/or file applications regarding regulations, orders and
determinations that are issued by any governmental taxing authority and
that affect or are issued to Renaissance.
3.10 Reports and Records. Manager shall timely create, prepare and file reports
and records as are reasonably necessary and appropriate in connection with
the provision of Manager's services as are reasonably requested by
Renaissance.
3.11 Legal Actions. As reasonably requested by Renaissance, Manager shall, at
Renaissance's Expense, advise and engage assistance on behalf of
Renaissance in instituting or defending, in the name and on behalf of
Renaissance, all legal actions or proceedings by or against third parties
arising out of Renaissance's business.
3.12 Physician Recruitment and Credentialing. Upon Renaissance's reasonable
request, Manager shall perform administrative services reasonably necessary
and appropriate to assist IPAs to recruit potential Physicians to contract
with Renaissance and to affiliate, if approved by Member, with a Member
IPA, and shall provide Renaissance with model agreements to document
Renaissance's service arrangement with such Physicians. It will
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be and remain the responsibility of Renaissance to interview, select,
contract with, supervise, compensate, control and terminate all Physicians
performing Medical Services or other professional services. Manager shall
have no authority whatsoever with respect to such activities, except as
requested by Renaissance. As requested, Manager shall assist in the
interview, selection, and negotiation with such potential Physicians.
Manager shall assist Renaissance to establish a system to credential all
providers for Renaissance, in accordance with the requirements of third
party payors and in compliance with NCQIA Standards, and vshall be
responsible to carry out such procedures on behalf of Renaissance,
reporting regularly to the Renaissance Board on the status of any
credentialing issue.
3.13 Confidentiality. Manager shall keep confidential and shall cause its
personnel to keep confidential any financial, statistical, personal,
personnel, or patient information obtained or encountered relating to
Renaissance and or any Member IPA except as otherwise required bylaw.
3.14 Manager's Insurance. Throughout the Term, Manager shall, at Manager's
Expense, obtain and maintain with commercial carriers, self-insurance or
some combination of these appropriate workers' compensation coverage for
Manager's employed personnel provided pursuant to this Agreement, and
casualty and comprehensive general liability insurance, including an
employee dishonesty policy, covering Manager, Manager's personnel and all
of Manager's equipment in such amounts, on such basis and upon such terms
and conditions as Manager deems appropriate. Such amounts shall be, at a
minimum, maintained at the following levels: $500,000 - Workers
Compensation and Employers Liability; $1,000,000/$2,000,000 - General
Liability; $725,000 - Property and Casualty; $1,000,000 - Employee
Dishonesty.
3.15 Reinsurance. Manager shall, at Renaissance's request, negotiate and obtain
reinsurance for Renaissance. The cost of such reinsurance shall be a
Renaissance Expense.
3.16 Development of Renaissance and its Member IPAs.
3.16.1 Organization. Manager shall be responsible to retain counsel and
other advisors as necessary to develop the structure of Renaissance
and its Members to meet all regulatory and professional requirements.
3.16.2 Contracts. Manager shall develop contracts with managed care payors
that may include contractual arrangements for nonMember IPAs but that
will be transferred to Renaissance, its Member IPAs and its
contracting physicians upon completion of this development phase of
the organization
3.17 Performance Standards. . Manager shall meet or exceed the performance
standards as defined in Exhibit 3.17 to this Agreement, or management fees
shall be reduced by specified amounts as defined in Exhibit 3.17 for any
period during which these standards are not met. Exhibit 3.17 shall define
both the standards and the requirements for Manager and Renaissance to
address failure to meet performance standards.
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3.18 Assistance to Renaissance.. Manager shall provide services to enable
Renaissance to satisfy the representations and responsibilities set out in
Article IV and shall assist Renaissance in satisfying its obligations to
Member IPAs.
ARTICLE IV. REPRESENTATIONS, COVENANTS AND RESPONSIBILITIES OF RENAISSANCE.
4.1 Organization and Operation. Renaissance shall at all times during the Term
be and remain legally organized and authorized to conduct its business in a
manner consistent with all applicable State and federal laws.
4.2 Medical Services. Throughout the Term of the Agreement, Renaissance shall
arrange for, through its contracting Physicians, Medical Services necessary
to meet patient service requirements. In providing such Medical Services,
notwithstanding any provisions herein to the contrary, the Physicians shall
exercise independent medical judgment and shall have full authority over
all Medical Services and all clinical decisions pertaining to the delivery
of Medical Services. Administrative policies and management shall be
consistent with the delivery of Medical Services in accordance with
accepted standards of care.
4.3 Quality Assurance, Risk Management, and Utilization Review. Renaissance
shall adopt and monitor the implementation of quality assurance, risk
management, and utilization review programs designed to monitor and
evaluate the quality of Medical Services provided by Physicians and to
evaluate the professional skills of potential Physicians (including,
without limitation, determining whether each Physician may provide Medical
Services and the scope and conditions of such privileges) prior to
permitting such persons to provide services. As requested of Renaissance,
Manager shall provide administrative assistance to Renaissance in
performing its quality assurance, risk management, and utilization review.
4.4 Renaissance Physicians. Renaissance will establish and maintain standards
for Contracting Physicians and will terminate the contract of any Physician
who at any time does not meet such standards or who ceases to be a member
or affiliate of a Member IPA.
4.5 Access. At all times during the Term, Renaissance shall permit Manager to
have access to all Renaissance's books, records, and reports, contracts,
agreements, licenses, survey, accreditations and any and all other
information reasonably requested by Manager to perform its duties under
this Agreement.
4.6 Renaissance's Insurance. Throughout the Term, Renaissance shall, at
Renaissance's Expense, obtain and maintain with commercial carriers,
self-insurance or some combination of these appropriate workers'
compensation coverage for Renaissance's employed personnel, if any,
provided pursuant to this Agreement, and casualty and comprehensive general
liability insurance covering Renaissance, Renaissance's personnel and all
of Renaissance's equipment in such amounts, on such basis and upon such
terms and conditions as the Renaissance Board deems appropriate.
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4.7 Reserves. . To the extent that reserves are required by payors or
government regulations, it shall be the responsibility of Renaissance to
obtain and maintain such reserves.
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ARTICLE V. FINANCIAL ARRANGEMENTS..
5.1 Fees. .
5.1.1 HMO Risk Contracts.
5.1.1.1 Management Fees. Renaissance agrees to pay to Manager a
monthly management fee on the 10th day of each month in the
amount of (a) 4.75% of sum of the payments made by the Health
Care Financing Administration ("HCFA") to HMOs that have
contracts with Renaissance in accordance with HCFA's Medicare
Risk Program and the member premiums (if any) and (b) $5.00 per
member per month for commercial HMO enrollment. Such commercial
fees shall be adjusted at a commensurate amount annually
beginning in 2002 for CPI not to exceed the increase in the
commercial premium cap rate Renaissance receives from payors.
5.1.1.2 Surplus Distribution. Any Surplus will be distributed at times
determined by the Renaissance Board as follows: Seventy-five
percent (75%) to Renaissance and Twenty-five percent (25%) to the
Manager. For purposes of this Section 5.1, Surplus means Gross
Revenues less expenses Gross Revenues means the net payments made
from the HMO or other payors to Renaissance in accordance with
the contract between such parties for professional, institutional
and pharmaceutical revenues. Gross Revenue would include payments
for services for eligible members covered under the HCFA Medicare
Risk Program; for covered commercial HMO members; other covered
members under contract with Renaissance; and, payments to
Renaissance in accordance with other performance or incentive
provisions specified in such contracts. Expenses means all
Renaissance expenses, including without limitation: (i) capitated
and fee-for-service payments to contracted provider members of
Renaissance for the provision of authorized medical care; (ii)
capitated and fee-for-service payments to providers who are not
contractual providers of Renaissance for the provision of
authorized medical care; (iii) costs of meetings and stipends
payable to Renaissance Class A Board Members; and (iv) other
miscellaneous expenses including but not limited to reinsurance,
reimbursable travel and out-of-pocket expenses, supplies,
accounting services, legal fees, supply costs and Medical
Director reimbursement and (v) any fees or expenses or other
payments made by Renaissance to Manager pursuant to the terms
hereof, including the fees paid pursuant to Section 5.
5.1.2 Other Products. If Renaissance enters into other product lines,
appropriate fees for Manager's services will be negotiated.
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5.2 Expenses. Manager shall pay the expenses and disbursements in connection
with provision of its services hereunder except as otherwise set forth in
this Agreement, including, but not limited to Sections 1.5,3.10 AND 3.12.
Manager shall be responsible to pay penalties imposed by health plans if
such penalties are directly related to operation of Renaissance as
conducted by Manager, but Manager shall not pay a penalty for any bonus or
supplemental payment not received by Renaissance.
5.3 Development Fee Arrangement. . On behalf of Renaissance, Manager shall
collect the Renaissance Development Fee from each Member IPA. Such fee
shall generally be $50,000 per Member IPA; however, a higher development
fee may be assessed and collected when the Member IPA has multiple hospital
affiliations with multiple specialty networks. Manager shall negotiate
payment of the Fee on such terms as provide adequate cash flow for the
costs of organization and operation of Renaissance and its Member IPAs.
Manager shall use such funds for development activities, providing a
monthly accounting to the Renaissance Board for such expenditures, or may
be applied to a reserve account maintained by Renaissance if not required
for such development activities. Upon the completion of the development of
Renaissance, any remaining funds shall be returned to Renaissance, which
shall maintain such funds in a reserve account to provide for future
reserve requirements and to establish and maintain its creditworthiness.
ARTICLE VI. TERM AND TERMINATION.
6.1 Initial and Renewal Term. The term of this Agreement will be for an initial
period of three (3) year(s) after the effective date of this Agreement, and
shall be automatically renewed for successive three (3) year periods
thereafter unless either party gives 180 days advance written notice of
cancellation, subject to the remainder of this Article VI. So long as
performance standards are met, the financial terms of this Agreement will
not be modified or subject to negotiation in subsequent contractual
periods.
6.2 Termination.
6.2.1 Termination by Agreement. In the event Renaissance and Manager shall
mutually agree in writing, this Agreement may be terminated on the
date specified in such written agreement.
6.2.2 Termination for Specific Events. Either party may terminate this
Agreement upon the dissolution of the other or, after January 1, 2002,
upon Renaissance's failure, during any twelve-month period, to
maintain the primary care relationship with either 5,000 HCFA
enrollees or at least 10,000 commercial HMO members. In such case,
Manager will provide written notice of such termination event,
equivalent to notice provided by payors, to Renaissance. A transition
plan will be developed jointly by Renaissance and Manager to handle
the wind-up of this Agreement.
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6.2.3 Termination for Change in Control. In the event that Manager is
subject to a Change of Control (as hereinafter defined), Manager shall
provide written notice (the "Transfer Notice") to Renaissance of such
pending Change of Control as early as practicable, but in any event no
less than thirty (30) days prior to the effectiveness of such Change
of Control. Upon receipt of the Transfer Notice, Renaissance may elect
to terminate this Agreement effective one hundred and eighty (180)
days after the date of the Transfer Notice, by giving Manager written
notice of such election within thirty (30) days after the receipt by
Renaissance of the Transfer Notice from Manager. If Renaissance does
not provide such notice of its election within such thirty (30) day
period, Renaissance shall be deemed to have waived its right to
terminate this Agreement pursuant to this Section 6.2.3. If Manager
does not provide the Transfer Notice to Renaissance as required
hereunder, in addition to any other rights and remedies that
Renaissance may have at law or in equity, Renaissance shall have the
right to terminate this Agreement any time after it receives actual
knowledge thereof by providing written notice of such termination to
Manager, with any such termination to take effect at the time stated
by Renaissance in its notice. As used herein, a "Change of Control"
shall mean the occurrence of either or both (i) the acquisition,
whether by operation of law or otherwise and whether by one or more
transactions, including, without limitation, by sale, transfer or
exchange of stock, membership interests or other equity interest,
merger, consolidation, reorganization or conversion, or by voting
agreement or other agreement, directly or indirectly, of the power to
direct or cause the direction of the management and policies of
manager, including, without limitation, the direct or indirect
acquisition of fifty percent (50%) or more of the equity interest of
Manager, and (ii) the sale, transfer, pledge or exchange, directly or
indirectly, of any of the ownership interest of ▇▇▇▇ ▇▇▇▇▇▇ in
Manager, including, without limitation, any agreement by which any
person or entity other than ▇▇▇▇ ▇▇▇▇▇▇ directly or indirectly
acquires the right to control any of the voting or other rights
associated with the ownership interest of ▇▇▇▇ ▇▇▇▇▇▇ in Manager.
6.2.4 Termination on Notice for Default. If either party defaults in the
performance of any obligation under this Agreement, the other party
shall provide written notice detailing such default. The defaulting
party shall have thirty (30) days, or ten (10) days in the event of
nonpayment of fees under Article V, following the giving of written
notice of such default by the other party, to cure the default. At the
conclusion of the cure period, the party giving such notice shall have
the right to immediately terminate this Agreement, without limiting
any other rights or remedies that would otherwise be available.
6.2.5 Termination for Insolvency. If either Party becomes insolvent, or if
any petition under bankruptcy or insolvency or for a reorganization or
arrangement or other relief from creditors shall be filed by or
against either Party, or if either Party shall make an assignment of
all or substantially all of its assets for the benefit of its
creditors or if a receiver, trustee, or similar officer or creditor's
committee shall be appointed to take charge of any property of or to
operate or wind up the affairs
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of either Party, then the other Party may by written notice
immediately terminate this Agreement.
6.2.6 Termination for Non-Performance. In the event that Manager does not
meet Performance Standards, as defined in Exhibit 3.17, the corrective
action plan and associated fee reductions shall take place, leading to
possible termination by Renaissance at the end of the period, all as
defined specifically in Exhibit 3.17.
6.2.7 Termination for Change in Statute or Regulation. If there shall be a
change in the Medicare or Medicaid Statutes, case laws, regulations or
general instructions, the adoption of new legislation or a change in a
third party reimbursement system, any of which materially and
adversely affects the manner in which either party may perform or be
compensated for its services under this Agreement, or Renaissance's
ability to obtain reimbursement from Medicare or Medicaid or any other
third party payor (a "Change Event"), the parties agree to negotiate
in good faith to modify the terms of this Agreement to comply with the
Change Event to approximate as closely as possible the economic
position of the parties prior to the Change Event. If the parties
cannot reach an agreement on such modification within thirty (30) days
of the Change Event, either party may terminate this Agreement by
written notice to the other party effective as of any future date
specified in such notice, or such sooner date as may be required by
the Change Event. Nothing in this Agreement shall be interpreted to
require either party at any time to do anything that is illegal or
contrary to statute.
6.3 Effects of Termination.
6.3.1 General. Upon termination of this Agreement, neither party shall have
any further obligations, except for (i) obligations accruing prior to
the effective date of termination and (ii) obligations under Section
4.6 and Article VII, and (iii) obligations, promises or covenants that
are expressly made to extend beyond the Term, which provisions shall
survive the expiration or termination of this Agreement.
6.3.2 Transitional Processes. Wherever possible, the parties shall develop
a formal plan for winding up of the relationship, return of documents,
and general resolution of outstanding issues. A pay-out services
agreement will be entered into between Manager and Renaissance, for an
orderly transition and winding up. Under any termination condition,
the parties shall prepare a financial accounting, one to the other,
and shall negotiate a settlement, subject as necessary to true-up,
that shall permit both parties to conduct business or winding up of
business in an effective and fair manner.
6.3.3 Records. Upon the termination of this Agreement for any reason or
cause whatsoever, each party shall return to the other party all books
and records pertaining to such party's business, except as otherwise
provided in this Agreement. In the event of a dispute or third party
inquiry, each party shall have the right to review and copy any and
all of the other party's books and records
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related to this Agreement unless otherwise restricted by law. In
addition, each party has been privy to confidential business
information about the other, and shall maintain such information as
confidential, returning any materials of whatever nature that may
pertain to such confidential business matters to the other.
6.4 Actions Following Termination. Following any notice of termination of this
Agreement, the parties will fully cooperate in any and all matters relating
to the winding up of Manager's activities. Notwithstanding this or any
other provision, neither party relinquishes or waives any rights to any
other remedies for breach of this Agreement by the other party.
ARTICLE VII. INDEMNIFICATION.
7.1 Indemnification by Manager. . Manager hereby releases and shall indemnify,
defend and hold harmless Renaissance and its owners, affiliates, partners
and contractors of any tier (other than Manager and its subcontractors),
and each of their owners, members, managers, directors, officers,
employees, contractors, representatives and agents, and each of their
successors and assigns, from and against any and all claims, causes of
action, proceedings, actions, liabilities, obligations, damages, fines,
penalties, costs and expenses, including, without limitation, reasonable
attorneys' fees and costs of investigation and defense (collectively,
"Claims"), arising from or based on, directly or indirectly, in whole or in
part (i) Manager's breach of any representation, warranty or covenant under
this Agreement, including, without limitation, breach by any employee,
consultant, contractor or other representative of Manager of any of the
duties or obligations of Manager under this Agreement, or (ii) the illness,
psychological or emotional injury, physical injury or death of any
employee, contractor, consultant or other representative or other person
provided by Manager pursuant to this Agreement.
7.2 Indemnification by Renaissance. Renaissance hereby releases and shall
indemnify, defend and hold harmless Manager and its owners, affiliates,
partners and subcontractors, and each of their owners, members, managers,
directors, officers, employees, contractors, representatives and agents,
and each of their successors and assigns, from and against any and all
Claims, arising from or based on, directly or indirectly, in whole or in
part, Renaissance's breach of any representation, warranty or covenant
under this Agreement.
7.3 INDEMNITY NOTWITHSTANDING FAULT. THE OBLIGATIONS AND LIABILITIES ASSUMED BY
RENAISSANCE AND MANAGER, RESPECTIVELY, UNDER THIS ARTICLE VII SHALL BE
WITHOUT MONETARY LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF,
INCLUDING, BUT NOT LIMITED TO, THE SOLE, JOINT OR CONCURRENT NEGLIGENCE,
STRICT LIABILITY, FAULT OR RESPONSIBILITY OF THE RELEASED AND INDEMNIFIED
PARTY.
14
ARTICLE VIII. MISCELLANEOUS.
8.1 Independent Relationship. It is mutually understood and agreed that
Renaissance and Manager, in performing their respective duties and
obligations under this Agreement, are at all times acting and performing as
independent contractors with respect to each other, and nothing in this
Agreement is intended and nothing shall be construed to create an
employer/employee, partnership or joint venture relationship, or to allow
Manager to exercise control or direction over the manner or method by which
the Physicians perform Medical Services or other professional health care
services. Manager shall be the agent of Renaissance solely to perform
Manager's obligations set forth in this Agreement that are related to the
management of Renaissance's business and not with respect to provision of
Medical Services.
8.2 Sales and Use Tax. Manager and Renaissance acknowledge and agree that
certain of the services to be provided by Manager hereunder are subject to
State sales and use taxes and that Manager has a legal obligation to
collect such taxes from Renaissance and to remit same to the State
Comptroller of Accounts. Renaissance agrees to pay the applicable State
sales and use taxes in respect of the portion of the Management Fee
attributable to such services and grants Manager the right to withdraw from
the Renaissance Account amounts necessary to timely and fully pay such
taxes.
8.3 Notices. Any notice, demand or communication required, permitted or desired
to be given hereunder shall be deemed effectively given when delivered in
person or mailed by prepaid certified or registered mail, return receipt
requested, addressed as follows:
Renaissance
________________________
________________________
________________________
Manager
GulfQuest, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ #▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
or to such other address, or to the attention of such other person or
officer, as any party may by written notice designate.
8.4 Governing Law. This Agreement has been executed and delivered in, and shall
be governed by, and construed and enforced in accordance with the laws of
the State of Texas. All duties and obligations of the parties created
hereunder are performable in ▇▇▇▇▇▇ County, Texas, and ▇▇▇▇▇▇ County,
Texas, shall be the sole and exclusive venue for any litigation, special
proceeding, or other proceeding between the parties that may be brought or
arise out of or in connection with or by reason of this Agreement.
15
8.5 Assignment. Except as may be specifically provided to the contrary, this
Agreement shall insure to the benefit of and be binding upon the parties
hereto and their respective legal representatives, successors, and assigns.
Neither party may assign this Agreement without the prior written consent
of the other party, which consent may not be unreasonably withheld.
8.6 Government Access. The provisions of Section 952 of the Omnibus
Reconciliation Act of 1980 (P.L. 96-499) providing for access by the
Secretary of Health and Human Services and the Comptroller General to the
books and records of the parties to the extent they provide services are
incorporated in this Agreement.
8.7 Enforcement. In the event either party resorts to legal action to enforce
or interpret any provision of this Agreement, the prevailing party shall be
entitled to recover the costs and expenses of such action so incurred,
including, without limitation, reasonable attorneys' fees.
8.8 Force Majeure. Neither party shall be liable or deemed to be in default for
any delay or failure in performance under this Agreement or other
interruption of service deemed to result, directly or indirectly, from acts
of God, civil or military authority, acts of public enemy, war, accidents,
fires, explosions, earthquakes, hurricanes, tornadoes, floods, failure of
transportation, strikes or other work interruptions by either party's
employees, or any other similar cause beyond the reasonable control of
either party.
8.9 Invalid Provisions. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective
during the term hereof, such provision shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision has never been a part of this Agreement; and the
remaining provisions shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its
severance. Furthermore, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as a part of this Agreement a
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.
8.10 Amendments and Modification to Agreement. . Any amendments or modifications
to this Agreement shall be approved by a majority of the Class A Members of
the Board.
8.11 Amendments and Agreement Execution. This Agreement and any amendments or
exhibits shall be in writing and executed in multiple copies on behalf of
Renaissance by its President, and on behalf of Manager by a duly authorized
officer. Each multiple copy shall be deemed an original, but all multiple
copies together shall constitute one and the same instrument.
8.12 Entire Agreement. With respect to the subject matter of this Agreement,
this Agreement supersedes all previous contracts and constitutes the entire
agreement between the parties. neither party shall be entitled to benefits
other than those specified herein. The parties specifically acknowledge
that, in entering into and executing this Agreement, the parties
16
rely solely upon the representations and agreements contained in this
Agreement and no others.
IN WITNESS WHEREOF, Renaissance and Manager have caused this Agreement to
be executed, all as of the day and year first written above and effective as of
the day and year indicated above.
RENAISSANCE: Renaissance Physician Organization
By:
------------------------------------
Name:
----------------------------------
Title: Chairman of the Board
MANAGER: GulfQuest, LLC
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
17
Exhibit 3.17
Performance Standards for Manager
A. Manager shall at all times meet and comply with the following standards:
1. Clean claims based on statutory requirements shall be processed within
45 days.
2. At least 95% of all clean claims shall be paid consistently and
accurately.
3. Reinsurance will be timely filed, at least quarterly or within the
stipulation of the reinsurance policy.
4. Physician capitation will be paid by and delivered to physicians by
the 22nd calendar day of the month. All such payments shall be made in
conjunction with the latest eligibility list provided by the payor.
5. Delegated functions, UM, credentialing, claims payment, shall be
maintained in accordance with delegation requirements.
6. Financial statements including an income, balance sheet and cash flow
statements will be produced monthly and provided to the Board. Other
key reports such as utilization statistics and physician profiling
will be mutually agreed to with the Board as to timing and content.
B. If an event as defined in Section 8.9 (a Force Majeure) makes it impossible
for Manager to meet these standards, it shall be the responsibility of
Manager to notify Renaissance in writing, if possible under the
circumstances, delivered personally or by overnight delivery service, and
to keep Renaissance informed of all actions being taken to bring the matter
under Manager's control. In such case, the penalty of ten (10) percent of
Management Fee shall not be retained by Renaissance.
C. C. If Manager, due to its own performance, shall not be in compliance with
such standards, Renaissance shall deliver written notice to Manager by
personal or overnight delivery service, return receipt requested, which
shall specify which standard(s) are not being met and the grounds for such
determination. Manager shall, within ten (10) days, provide a corrective
action plan for approval by the Class A Members of the Renaissance Board.
Upon completion of corrective action plan or resolution of the failure to
meet standards, whichever is sooner, Manager shall, personally or by
overnight delivery service, deliver written notice and demonstration of
return to compliance with the standard(s). During the period from the date
of delivery of notice of non-compliance until both a return to compliance
is achieved and demonstration of such compliance is delivered to
Renaissance, the management fees paid to Manager pursuant to this Agreement
shall be decreased by ten percent (10%).
D. D. If within the 30 days following the fee reduction, standards still are
not met, Manager's fees shall be reduced by twenty percent (20%). If within
the next 30 days (60 days after the original fee reduction action),
standards are not met, Manager's fees shall
18
be reduced by thirty percent (30%) and Renaissance may give 30 days notice
of intent to terminate for non-performance. Such termination shall be
effective at the end of such 30-day period unless Renaissance shall revoke
the termination.
19
AMENDMENT
BY AND BETWEEN
RENAISSANCE PHYSICIAN ORGANIZATION
AND
GULFQUEST, LP, F/K/A GULFQUEST, LLC
This amendment (the "Amendment") shall amend the Management Services Agreement
(the "Agreement") dated FEBRUARY 1, 2001 executed by and between Renaissance
Physician Organization, Inc. ("Renaissance") and GulfQuest, LLC, n/k/a
GulfQuest, LP ("Manager"). Unless otherwise indicated herein, all defined terms
included herein shall have the same meanings attributed to such terms in the
Agreement and references to section numbers are to sections of the Agreement.
The Agreement is hereby amended as follows, effective OCTOBER 14, 2004 (the
"Amendment Effective Date").
RECITALS
WHEREAS, Renaissance is duly organized under the laws of the State of Texas;
WHEREAS, Renaissance has concluded that Manager can provide Renaissance with
certain management functions relating to its business in Texas;
WHEREAS, both parties agree to amend the Agreement to address certain language
clarifications and changes to the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, Manager and Renaissance agree as follows:
1. The Agreement is hereby amended in that Section 3.4.2, "Non-Exclusivity",
is deleted in its entirety and replaced with Section 3.4.2, "Exclusivity",
as set forth below:
"3.4.2 EXCLUSIVITY. Manager agrees not to provide services to any
competitive organization, either network or IPA, within the service area of
Renaissance and/or its Member IPAs (as hereinafter defined) (as such
service area is set forth in Exhibit 3.42) without the prior written
consent of Renaissance and any affected Member IPA. Renaissance agrees to
not, and agrees to cause its Member IPAS to not, enter into a contract for
management or administrative services with an entity for services
substantially similar to those provided by Manager without the prior
written consent of Manager. For purposes of this Agreement, including this
Section 3.42 and Section 6.2.3, "Member IPAs" shall mean Central Houston
POD, LLC, Eastside IPA, LLC, Gulf Coast IPA, LLC, Merit IPA, LLC,
Metropolitan IPA, LLC, Northwest Suburban IPA, LLC, Pasadena IPA, LLC,
Space Center IPA, PA, Southeast Associates-Baytown, LLC, Southwest IPA,
LLC, West Houston IPA, LLC and each of their successors and assigns."
2. The Agreement is hereby amended in that Section 6.1, "Initial and Renewal
Term", is deleted in its entirety and replaced with Section 6.1, "Initial
and Renewal Term", as set forth below:
"6.1 INITIAL AND RENEWAL TERM. The term of this Agreement will be for an
initial period of ten (10) year(s), after the effective date of this
Amendment, expiring on December 31, 2014, and shall be automatically
renewed for successive three (3) year periods thereafter unless either
party gives 180 days advance written notice of cancellation, subject to the
remainder of this Article VI. So long as performance standards are met, the
financial terms of this Agreement will not be modified or subject to
negotiation in subsequent contractual periods."
3. The Agreement is hereby amended in that Section 6.2.3, "Termination for
Change in Control" is deleted in its entirety and replaced with Section
62.3, "Termination for Change in Control", as set forth below:
"6.2.3 TERMINATION FOR CHANGE IN CONTROL. In the event that Manager is
subject to a Change of Control (as hereinafter defined), Manager shall
provide written notice to Renaissance of such pending Change of Control
(the "Transfer Notice") as early as practicable but in any event, no less
than thirty (30) days prior to the effective date of such Change of
Control. If in connection with such Change of Control the successor in
interest has terminated more than 50% of Senior Management, Renaissance
may, during a thirty (30) day period following the effective date of such
Change of Control, elect to terminate this Agreement upon one hundred and
eighty (180) days prior written notice if the Change of Control has created
for Renaissance a commercially reasonable expectation that the obligations
of Manager would not be able to be satisfactorily performed in accordance
with the terms of the Agreement. For purposes of this Section 6.2.3,
"Change of Control" shall mean the occurrence of the acquisition by any
entity or other person other than a Permitted Assignee (as hereinafter
defined), whether by operation of law or otherwise and whether by one or
more transactions, including, without limitation, by sale, transfer or
exchange of stock, membership interests or other equity interest, merger,
consolidation, reorganization or conversion, or by voting agreement or
other agreement, directly or indirectly, of the power to direct or cause
the direction of the management and policies of manager, including, without
limitation, the direct or indirect acquisition of fifty percent (50%) or
more of the equity interest of Manager. For purposes of this Section 6.2.3
and Section 8.5, (i) "Senior Management" shall be defined as the president,
the chief financial officer / chief operating officer, vice president of
network operations and the Member IPA administrators (approximately six
individuals as of the date hereof) of Manager and (ii) a "Permitted
Assignee" of any particular entity or other person means any other entity
or other person controlling, controlled by or under common control with
such person (for purposes of this definition, "control" (including the
terms "controlling," "controlled by" and "under common control with") means
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the
ownership of vothg securities, by contract or otherwise)."
4. The Agreement is hereby amended in that Section 6.2.4, "Termination on
Notice for Default", is deleted in its entirety and replaced with Section
6.2.4, "Termination on Notice for Default", as set forth below:
"6.2.4 TERMINATION ON NOTICE FOR DEFAULT. If either party materially
defaults in the performance of any material obligation under this
Agreement, the other party shall provide written notice detailing such
default. The defaulting party shall have ninety (90) days, following the
giving of written notice of such default by the other party, to cure the
default. At the conclusion of the cure period, the party giving such notice
shall have the right to immediately terminate this Agreement, without
limiting any other rights or remedies that would otherwise be available."
5. The Agreement is hereby amended in that Section 6.2.7, "Termination for
Change in Statute or Regulation", is deleted in its entirety.
6. The Agreement is hereby amended in that Section 8.5, "Assignment", is
deleted in its entirety and replaced with Section 8.5, "Assignment", as set
forth below:
"8.5 ASSIGNMENT. Except as may be specifically provided herein to the
contrary, this Agreement shall inure to the benefit of, and be binding
upon, the parties hereto and their respective legal representatives,
successors, and assigns. Neither this Agreement, nor any of Renaissance's
rights or obligations hereunder, is assignable by Renaissance without the
prior written consent of Manager, which consent shall not be unreasonably
withheld or delayed. Manager may, without Renaissance's consent, assign
this Agreement. However, subject to the following sentence, where such an
assignment occurs without Renaissance's consent to an entity other than a
Permitted Assignee, Renaissance shall, for 30 days from the date of such
assignment, have the right to give the assignee notice of termination of
the Agreement, effective 180 days from the date of such notice, if such
assignment creates a commercially reasonable expectation that the
obligations of Manager would not be able to be satisfactorily performed by
the assignee in accordance with the terms of the Agreement. Notwithstanding
the previous sentence, Renaissance shall not have the right to terminate
the Agreement unless the assignee has terminated more than 50% of Senior
Management.
7. The Agreement is hereby amended in that Section 8.10, "Amendments and
Modification to Agreement", is deleted in its entirety and replaced with
Section 8.10, "Amendments and Modifications to Agreement" as set forth
below:
"8.10 AMENDMENTS AND MODIFICATIONS TO AGREEMENT. No amendment or
modification to any provision of this Agreement shall be valid unless the
same shall be in writing and signed by Manager and Renaissance."
*****
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement as of the Amendment Effective Date above written.
GULFQUEST L.P.
RENAISSANCE PHYSICIAN BY: TEXQUEST, LLC A DELAWARE LIMITED
ORGANIZATION, INC. LIABILITY COMPANY, ITS
GENERAL PARTNER
▇.▇. ▇▇▇▇▇▇▇ M.D.
------------------------------------- ----------------------------------------
Signature Signature
Acting Chair Man COO/CFO
------------------------------------- ----------------------------------------
Title Title
EXHIBIT 3.4.2
SERVICE AREA
The service area, by county, of Renaissance Physician Organization is set forth
below:
Harris, Jefferson, Ft. Bend, Brazoria, Galveston, ▇▇▇▇▇▇▇▇, Orange, ▇▇▇▇▇▇,
Liberty, Montgomery, Waller, ▇▇▇▇▇▇.
SECOND AMENDMENT
BY AND BETWEEN
RENAISSANCE PHYSICIAN ORGANIZATION
AND
GULFQUEST, LP, F/K/A GULFQUEST, LLC
This second amendment (this "Amendment") shall amend the Management Services
Agreement dated February 1, 2001 executed by and between Renaissance Physician
Organization, Inc. ("Renaissance") and GulfQuest, LLC, n/k/a GulfQuest, LP
("Manager") as amended by that certain first amendment dated October 14, 2004
(the 'Agreement"). Unless otherwise indicated herein, all defined terms included
herein shall have the same meanings attributed to such ▇▇▇▇▇ in the Agreement
and references to section numbers are to sections of the Agreement The Agreement
is hereby amended as follows, effective July 1, 2005 (the "Amendment Effective
Date").
RECITALS
WHEREAS, Renaissance is duly organized under the laws of the State of Texas;
WHEREAS, Renaissance has concluded that Manager can provide Renaissance with
certain management functions relating to its business in Texas;
WHEREAS, Renaissance desires to sell 10% of the Surplus with respect to the West
Houston IPA (the "Acquired Surplus") to Manager and Manager desires to acquire
the Acquired Surplus from Renaissance; and
WHEREAS, Renaissance and Manager desire to amend the Agreement as set forth
herein,
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Manager and Renaissance agree as
follows pursuant to Sections 8.10 and 8.11 of the Agreement:
1. Payment of Purchase Price for Acquired Surplus. Upon execution of this
Amendment, Manager shall pay Renaissance cash in the amount of $1,554,694
2. Amendment. The first sentence of Section 5.1.1.2 of the Agreement is hereby
deleted in its entirety and replaced with the following:
"Surplus Distribution. Any Surplus will be distributed at times determined
by the Renaissance Board as follows: Seventy-five percent (75%) to
Renaissance and Twenty-five percent (25%) to the Manager; provided,
however, that notwithstanding the foregoing, any Surplus with respect to
the West Houston IPA shall be distributed as follows: Sixty-five percent
(65%) to Renaissance and Thirty-five percent (35%) to the Manager. Any West
Houston IPA surplus based on earnings reflected on financial
statements subsequent to July 1, 2005, will be reimbursed in accordance
with this Amendment. Any West Houston IPA surplus based on earnings
reflected on financial statements prior to July 1, 2005 will be reimbursed
in accordance with the Agreement as set forth prior to this Amendment
3. Ratification. All other paragraphs, provisions, and clauses in the
Agreement not so modified remain in full force and effect as originally
written.
4. Governing Law: Binding Agreement. All questions concerning the
construction, validity, enforcement and interpretation of this Amendment
shall be governed by the internal law of the State of Texas without giving
effect to any choice of law or conflict of law provision or rule (whether
of the State of Texas or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of Texas.
5. Counterparts. This Amendment may be executed in one or more counterparts,
each of which is an original, but all of which together constitute one and
the same instrument.
*****
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement as of the Amendment Effective Date above written.
GULFQUEST L.P.
RENAISSANCE PHYSICIAN BY: TEXQUEST, LLC A DELAWARE LIMITED
ORGANIZATION, INC. LIABILITY COMPANY, ITS
GENERAL PARTNER
------------------------------------- ----------------------------------------
Signature Signature
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., M.D., FACS
------------------------------------- ----------------------------------------
Title: Chairman of the Board Title: President