f8k1010ex10vii_amsurg.htm


Exhibit 10.7




 


THREE RIVERS PROVIDER NETWORK


AGREEMENT WITH







______________________________












This Agreement is made this 23rd day of October 2008, by and between Three Rivers Provider Network, Inc., a Nevada Corporation (“TRPN”) and Woodbridge SA Services a Provider Group of health care services.  TRPN contracts with hospitals, physicians, ancillaries and entities hereinafter referred to as “Provider” rendering medical and health care services at pre-determined rates as follow.







1.  Clients.  Covered Services. Contract Rates: TRPN contracts with insurance companies, third party administrators, health plans, individuals and entities hereinafter referred to as “Clients” that directly or indirectly access TRPN contracted providers for covered services.  Covered Services shall include all services that are medically necessary including health, workers’ compensation, automobile and general liability.  The rate used in conjunction with this Agreement will be a * discount off of Provider’s usual charge for covered services, less any applicable co-payments, co-insurance or deductibles.  Clients are obligated to make payment directly to provider only at the contracted rate as payment in full.  Provider shall not balance bill the patient upon receipt of payment in full at the contracted rate.  TRPN has no responsibility to make payments on behalf of Clients.  Payments shall be made within thirty (30) calendar days of receipt of clean claim.  Where a state mandated fee schedule exists, provider agrees to accept a * discount below the state schedule.  Payments made and cashed by the provider shall be accepted as payment in full and fulfillment of all terms of the agreement, providing the total payment including the member’s portion is not less than the contracted rate.







2.  Licenses, Standards of Care:  Provider agrees to deliver health care services that meet all legal standards of care complying with applicable Federal, State and Local laws and maintains the standards of NCQA and/or JCAHO.  The provider is delegated by TRPN to carry out and/or assign credentialing responsibilities.  Evidence of such licenses, certificates and standards shall be made available to TRPN upon request.







3.  Term and Termination:  This Agreement shall continue in effect for a period of one (1) years with automatic successive one (1) year terms.  This Agreement may be terminated by either party without cause with a ninety (90) day prior written notice to the other party at the mailing addresses listed under the signatures.  This Agreement may be immediately terminated with cause by TRPN should Provider lose applicable licenses, malpractice coverage, fail to honor the applicable contracted rates pursuant to this Agreement, or if any information provided in Attachment A is illegible, incomplete, or invalid.







4.  Dispute Resolution:  This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada.  Provider agrees to meet and confer in good faith to resolve any disputes that may arise under this Agreement. If a dispute between TRPN and Provider arises out of this Agreement and is not resolved, either party may submit the dispute to arbitration which shall be commenced and conducted in accordance with the Rules of Practice and Procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) as in effect at the time (“JAMS Rules”).







5.  Attachment A:  All information provided in Attachment A of this Agreement is complete and accurate to the best of Provider’s knowledge and Provider shall immediately notify TRPN of any changes thereto.  Provider agrees to mark “N/A” next to any blank that is not applicable to Provider’s business.







6.  Faxed Signatures:  The parties agree that facsimile signatures of authorized representatives of the parties shall legally bind the parties to the terms and conditions of this Agreement as if the signatures were original and shall be considered evidence of a fully executed Agreement.




 















	
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Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act.  Confidential portions of this document have been filed separately with the Securities and Exchange Commission.







 




  





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IN WITNESS WHEREOF, the authorized parties hereto have executed this Agreement and intend to be bound thereby.


 


 



	PROVIDER GROUP NAME (Please Print): 	 	ATTENTION:LANI HAZELTON
	 	 	TRPN CONTRACTING COORDINATOR
	 	 	 
	 	 	THREE RIVERS PROVIDER NETWORK
	 	 	 
	 	 	 
	Signature:  /s/ Jaime Olmo	 	Signature:
	 	 	 
	Title:    COO	 	 
	 	 	 
	Date:     10/23/08	 	 
	 	 	NAME:  Todd Breeden, C.O.O.
	 	 	Mailing Address:  1620 Fifth Avenue Suite 900
	 	 	San Diego, CA 92101    Phone:  (619) 230-0530
	 	 	Date: 





 


 







ATTACHMENT A: PROVIDER INFORMATION


(Please attach a roster of all the provider’s full names, titles, NPI#s, and all locations under the group’s Tax Id#, use Addendum A)


 


 



	Tax ID:  35-2318351	Practice Name:  Woodbridge SA Services
	 	 
	National Provider Identifier (NPI):	Group / IPA Affiliation:___________
	1902053903	 
	(If there is more than one NPI Number, please attach a listing.)	 
	 	 
	 	 
	Degree:  LSA, CSA,SA-C, CST/CFA, CRNFA, RN, CNOR	Office Hours:  8-4:30
	Specialty :  Surgical Assisting	 
	                    First Assist	Primary Address:  P.O. Box 720417
	 	 
	 	County:  _____________________
	 	Phone:  713-779-9800  Fax:  713-779-9862
	 	 
	 	Email:  Jaimeolmo@me.com
	 	 
	 	Other Practice and/or Billing Address:  Yes □  No □
	 	If “yes”, attach page with additional information
	 	 
	 	Hospital Affiliations (list name, date and type):
	 	 
	 	 
	 	 
	 	 





 


Provider agrees to mark “N/A” next to any blank that is not applicable to Provider’s business.


 




  





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ADDENDUM A:







MEDICAL STAFF LISTING & FACILITY LOCAITONS







_______________________________


 


 



	i.   	The attached roster of providers and or locations will be participating under this Agreement between Woodbridge SA Services and Three Rivers Provider Network and shall include Tax Indentification Numbers, NPI Numbers, Address(s), Phone and Fax Numbers.





 


 




  





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Provider List


10/23/2008







                                                                                                                         


                                                           








	Code 	Name 	 	Credentials	License Number
	  Last Name 	 	National Provider Identifier	 
	 	 	 	 	 
	
WB


   BERRY

	
BERRY, WILLIAM

	
 


1851589386

	
CST/CFA

	
109540


	
LF


   FLORES

	
FLORES, LETICIA

	
 


1053502385

	
CNOR

	
030775


	
AG


   GARCIA

	
GARCIA, ABEL

	
 


1013193721

	
LSA

	
SA00073


	
JRO1


   RIOS

	
RIOS,  JIMMI

	
 


1760500789

	
SA-C

	
A05263


	
SR


   ROBIN

	
ROBIN, SCOTT

	
 


1437134962

	
LSA

	
SA00090


	
JR


RUSSELL

	
RUSSELL, JAMES

	
 


1801871363

	
CST/CFA

	
CST85399


	
JS


   SKORUPPA

	
SKORUPPA, JACOB

	
 


1215113022

	
CST/CFRA

	
109194


	
PTO1


   TAMARGO

	
TAMARGO, PEDRO

	
 


1114199809

	
SA-C

	
08120


	
PT


TROMBLEY

	
TROMBLEY, PATRICIA

	  	
LSA

	
SA00156


	  	  	  	  	  





 




  





1











  






 



	
WOODBRIDGE SA SERVICES


	
  Christus Spohn Health System


  600 Elizabeth Street


  Corpus Christi TX 78404


	
  Corpus Christi Medical Center


  1533 South Brownlee


  Corpus Christi TX 78404







 




  





 











  






 


AMENDMENT TO


AGREEMENT







BETWEEN


THREE RIVERS PROVIDER NETWORK


AND







WOODBRIDGE SA SERVICES, INC.












This AMENDMENT to the Agreement between THREE RIVERS PROVIDER NETWORK (“TRPN”) AND (Tax  Id# 35-2318351), dated 10-23-2008 (“Agreement”), is entered into and made effective as of   05-07-2010.







FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual promises and mutual covenants of the parties, the parties agree that the Agreement is hereby amended as follows:







1.           This Agreement is being amended due to renegotiations of the reimbursement rate in Section 1. and will now reflect the following change in rate:








a) The rate used in conjunction with this Agreement will be * discount off of Provider’s usual charge for covered services, less any applicable co-payments, co-insurance or deductibles.









2.           The remaining terms and conditions of the Agreement shall remain in full force and effect unless so amended pursuant to the terms of the Agreement.







IN WITNESS WHEREOF, the parties have executed this Amendment to the Provider Service Agreement to be effective as of the Effective Date.


 


 



	 	 	THREE RIVERS PROVIDER NETWORK
	 	 	 
	 	 	 
	By /s/   Jaime A. Olmo	 	By /s/   Todd Breeden 
	Signature	 	Signature
	 	 	 
	Name: /s/ Jaime A. Olmo	 	Name Todd Breeden
	 	 	 
	Title:  COO                         	 	Title   Chief Operating Officer
	 	 	 
	Date   5/7/2010                   	 	Date    5/7/2010                             





 


        















	
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Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act.  Confidential portions of this document have been filed separately with the Securities and Exchange Commission.