Loading...
HomeMy WebLinkAboutAgreements/Contracts - Sheriff & Jail (002)K25-302 GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Si121"Iff`S Office REQUEST SUBMITTED BY:Phillip C. Coats CONTACT PERSON ATTENDING ROUNDTABLE: Pi11IIlp C. Coats CONFIDENTIAL INFORMATION: ❑YES 0 NO DATE: 12/18/25 PHONE;eXt 2021 h",_ ice!/%�' ®Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑ Computer Related [:]County Code []Emergency Purchase ❑ Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB Phillip Coats is requesting to sign an agreement between the Sheriff's Office Community Health Plan of Washington. This is a Care Organization related to the Health Care Authority Grant for billing purposes. Contract # 7967-658744. This is a temporary agreement until a full agreement can be made after March 1 2026. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO Fm_1 N/A If necessary, was this document reviewed by legal? Fm� YES ❑ NO ❑ N/A DATE OF ACTION: lg>9'42f 'o2r— DEFERRED OR CONTINUED TO: APPROVE: DENIED ABSTAIN D2: D3: WITHDRAWN: FIECENED 4/23/24 GRANT COUNN COMMISSIONERS COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT FOR APPLE HEALTH SERVICES PROVIDED IN CARCERAL SETTINGS This Carceral Health Agreement ("Agreement") is made by and between Community Health Plan of Washington ("CHPW"), a not for profit Washington Corporation, and County of Grant DBA Grant County Sheriffs Office ("Contractor") and is effective on (the "Effective Date"). A. Community Health Plan of Washington ("CHPW") is a 501(c)(4) tax exempt corporation, accredited by the National Committee on Quality Assurance ("NCQA") and certified as a Washington state health care services contractor to provide or arrange for provision of covered health care services to individuals enrolled in its Benefit Plans ("Members"); B. Contractor is a Carceral Facility authorized to make health care services available to Incarcerated Individuals, which has employed or contracted with duly licensed health care providers to provide the covered health care services specified herein to Incarcerated Individuals who are Members (referred to as "Covered Services"); and C. CHPW desires to contract with Contractor to provide Covered Services, and Contractor desires to contract with CHPW to provide such services. This agreement is written in compliance with 42 CFR §434.6. NOW, THEREFORE, in consideration of the recitals, mutual promises, covenants, and agreements set forth herein, both parties agree as follows: AGREEMENT I. DEFINITIONS 1.1 "Agreement" means this Community Health Plan of Washington Carceral Health Agreement for Apple Health Services Provided in Carceral Settings, entered into between CHPW and Contractor, including any Exhibits or other attachments attached hereto and incorporated herein. 1.2 "Apple Health" means the public health insurance programs facilitated by the Health Care Authority and intended to meet the physical and behavioral health needs of eligible Washington residents. Apple Health is the name used in Washington State for Medicaid, CHIP, and various state funded health care programs. 1.3 "Benefit Plan" means a healthcare benefit product defined by the applicable plan sponsor, including the Health Care Authority for the various Apple Health programs, that is offered or COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 1 administered by CHPW for the payment of Covered Services provided to individuals enrolled in such Benefit Plan. 1.4 "Carceral Facility" means a place of confinement or detention, such as a prison, jail, or correctional institution, where individuals are held because of legal convictions, awaiting trial, or serving sentences for criminal offences. 1.5 "Clean Claim" means a reimbursement claim for provision of Covered Services submitted by Contractor to CHPW that is (i) in the form required by CHPW, (ii) complies with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and Administrative Simplification for Electronic Data Interface, and (iii) has no defect or impropriety that may prevent timely or accurate payment of the claim such as failure to include necessary substantiating documentation, encounter data or documentation of particular circumstances requiring special treatment. 1.6 "Contractor" means the party entering into this contract with CHPW on behalf of itself and the Contractor Providers. 1.7 "Contractor Providers" are the duly licensed, certified and/or registered health care providers that Contractor employs or contracts with to provide health care services to Incarcerated Individuals at Contractor locations and whose services are billed under Contractor's Tax ID Number(s) ("TIN"). 1.8 "Copayments, Coinsurance and Deductibles" (also referred to as "Cost Sharing") are payments a Member may be required to make to Contractor in accordance with the conditions of Member's Benefit Plan. 1.9 "Covered Services" are the Medically Necessary health care and related services that are covered under a Member's Apple Health Benefit Plan, and which are reimbursable under this Agreement. 1.10 "Health Care Authority," "Washington Health Care Authority, or "HCA" means the State of Washington Health Care Authority and its employees and authorized agents. 1.11 "Incarcerated Individual" means pre-trial and sentenced persons that have received, are receiving, or will receive medically necessary healthcare services while in Contractor's custody. 1.12 "Medically Necessary" means a service or supply which meets all of the following criteria: (i) is consistent with the symptoms or diagnosis and treatment of a Member's condition; (ii) is the most appropriate supply or level of service that is essential to a Member's needs and meets the recognized standards of medical care; (iii) when applied to a Member inpatient, cannot be safely provided to a Member in a less restrictive setting; (iv) is not experimental or investigative; (v) is consistent with good medical practice; (vi) is not provided primarily for the convenience of a Member or Contractor; and (vii) is the most cost-effective of the alternative levels of service or supplies that are adequate and available. 1.13 "Member" is an individual enrolled in a CHPW Apple Health Benefit Plan and entitled to received Covered Services pursuant to that Benefit Plan. 1.14 "Provider Manual" refers to applicable CHPW manuals, policies and procedures, and documents, as periodically revised, including those that refer to Program Integrity requirements, credentialing, COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 2 utilization management, prior authorization requirements, claims and encounter submission, payment, drug formulary, and Participating Provider lists. The Provider Manual and associated information are available to Contractor online through www.CHPW.org. II. OBLIGATIONS OF CONTRACTOR 2.1 Contractor Authorization and Representations. 2.1.1 Contractor shall be authorized by the relevant state, county, or other governmental authority to provide or make available Covered Services to Members who are Incarcerated Individuals. Contractor will inform CHPW in writing within three (3) business days of any adverse action taken against it in regard to such authorization or any other license, registration or certification that is required for Contractor to perform its obligations hereunder. 2.1.2 Nothing in this Agreement shall be interpreted to limit Contractor's discretion in operational and security matters, including without limitation decisions regarding classification, housing, transportation, discipline, and access to programs and/or other services. . 2.1.3 Contractor represents that neither it nor any of its Contractor Providers is or has been excluded from participation in a state or federally funded health care program, including Medicare and Medicaid. Contractor shall promptly notify CHPW of any threatened, proposed, or actual exclusion of Contractor, Contractor's employees, or Contractor Providers from any state or federal health care program. Contractor's loss or suspension of licensure or accreditation, or exclusion from a state or federally funded health care program shall constitute cause for immediate termination pursuant to Section 6.2 of this Agreement. 2.1.4 Contractor represents and warrants that each of its Contractor Providers is fully qualified and duly licensed and/or certified by the appropriate state or other governmental board or agency to provide health care services within the scope of the provider's license. Contractor and Contractor Providers shall maintain such license(s) and/or certification(s) in good standing. 2.1.5 Contractor will enroll and will ensure its Contractor Providers enroll with the HCA, and that such enrollment is effective (including retroactively) on or before the first date Contractor and/or a Contractor Provider provides Covered Services to Members who are Incarcerated Individuals. Contractor's failure to enroll with the HCA may result in denial of claims and recovery of amounts paid, in accordance with this Agreement. 2.2 Services. 2.2.1 Contractor shall deliver or arrange for the efficient and effective provision of Covered Services to Members. Covered Services shall be Medically Necessary and appropriate to the Member's clinical condition in accordance with the terms hereof, the Provider Manual, industry standards, accreditation requirements, and applicable state and federal laws and regulations. 2.2.2 Contractor shall provide all services to Members in the same manner and timeliness as such services are made available to other Incarcerated Individuals, without regard to a Member's participation in private health care coverage or in one of the state and federal sponsored health programs. COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 3 2.2.3 Contractor shall require Contractor Providers to obtain the Member's written informed consent prior to treatment. 2.2.3.1 Without regard to Benefit Plan limitations or cost, Contractor and Contractor Providers shall communicate freely and openly with Members (i) about their health status, and treatment alternatives (including medication treatment options); (ii) about their rights to participate in treatment decisions (including refusing treatment); and (iii) provide them with access to all relevant information to assist them in making informed decisions about their health care. 2.2.4 Contractor shall provide care in a culturally competent manner and shall provide or arrange for interpretive services for Members as needed, including if a Member is hearing impaired or if a Member's oral or written language creates a barrier to access, for all contacts between Contractor or Contractor Providers and the Member, including appointments for provision of Covered Services, emergent and urgent services, telephone contacts, and assistance with all steps necessary to file Member complaints and appeals. Contractor shall assure that any generally available written materials related to this Agreement and provided to Members are developed at the 6th grade reading level, translated into the Member's primary reading language, or audibly in the Member's primary language or provided in an alternative medium or format acceptable to the Member and approved by CHPW. 2.2.5 Contractor shall comply with RCW 48.135 concerning Insurance Fraud Reporting and notify CHPW's Compliance Officer of all incidents or occasions of suspected fraud, waste or abuse involving Covered Services provided to Members. Contractor shall report a suspected incident of fraud, waste, or abuse within ten (10) business days of the date Contractor first becomes aware of, or is on notice of, such activity. The obligation to report suspected fraud, waste or abuse shall apply whether the suspected conduct was perpetrated by Contractor, a Contractor Provider, Contractor's agent or employee, subcontractor, or a Member. Contractor shall maintain policies and procedures for identifying, investigating, and taking appropriate corrective action against suspected fraud, waste, or abuse. For purposes of this section, the terms fraud and abuse shall have the same meaning as provided for in 42 CFR §455.2. 2.2.6 Where appropriate, Contractor shall make reasonable efforts to refer Members to other Participating Providers for Covered Services when such Covered Services are not available from Contractor. 2.3 Utilization Review and. Quality Assurance. Contractor shall use reasonable efforts to comply with, cooperate with, and participate in utilization reviews, quality improvement, and coordination of benefit activities, including audits and post payment reviews, as set forth in the Provider Manual and as CHPW deems necessary. Contractor shall, before rendering any service that requires CHPW's prior authorization, obtain written prior authorization from CHPW. 2.4 Member Complaint Procedures. Contractor shall use reasonable efforts to comply with CHPW's Member complaint and appeals procedures to address Member complaints or appeals that may arise in relation to the Covered Services provided hereunder. Contractor shall notify CHPW of Member complaints and appeals that it receives and cooperate with CHPW in the investigation and resolution of Member complaints and appeals regarding Contractor's provision of Covered Services. - - ------------ COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 4 2.5 Provider Man ual. In performing its duties hereunder, Contractor shall comply, and require its Contractor Providers to comply, with applicable requirements of the Provider Manual, which CHPW may amend from time to time at its sole discretion. 2.6 Bold Harmless and Insolvency. 2.6.1 In no event, including, but not limited to, non-payment by CHPW, CHPW insolvency, or breach of this Agreement, shall Contractor bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against HCA, a Member, or person acting on a Member's behalf other than CHPW for Covered Services provided pursuant to this Agreement. This provision shall not prohibit Contractor's collection of applicable cost sharing and/or fees for non -Covered Services from a Member in accordance with the terms of this Agreement and the Member's Benefit Plan that have not otherwise been paid by a primary or secondary carrier in accordance with regulatory requirements for coordination of benefits. 2.6.2 In the event of CHPW's insolvency, Contractor shall continue to provide the Covered Services promised in this Agreement to Members for the duration of the period for which premiums on behalf of Members were paid to CHPW or until Member is discharged from inpatient facilities, whichever time is greater. 2.6.3 Notwithstanding any other provision herein, nothing in this Agreement shall be construed to modify the rights and benefits contained in a Member's Benefit Plan. 2.6.4 Contractor may not bill a Member for Covered Services (except for copayments, coinsurance and deductibles, where applicable) when CHPW denies payment because Contractor failed to comply with the terms of this Agreement. 2.6.5 If Contractor contracts with other providers or facilities to provide Covered Services to Members with the expectation of receiving payment directly or indirectly from CHPW, such providers or facilities must agree to abide by the requirements of this Agreement. 2.6.6 This Section 2.6 shall survive termination of this Agreement regardless of the cause giving rise to such termination and shall be construed to be for the benefit of the Member, and this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Contractor and Members or persons acting on their behalf. 2.6.7 If Contractor willfully collects or attempts to collect an amount from Member under any of the provisions outlined above, such act will constitute a class C felony under RCW 48.80.030(5). 2.7 Contractor Providers. 2.7.1 Contractor shall provide an accurate list of Contractor Providers with status designations as "employed by Contractor" or "subcontracted by Contractor" in Exhibit A. Contractor shall promptly notify CHPW in writing of changes in its list of Contractor Providers and/or their status designations, and in no case less than thirty (30) days after any such change. 2.7.2 Contractor shall ensure that each Contractor Provider exercises independent medical judgment and control over their professional services. Nothing herein is intended to give CHPW COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 5 authority over Contractor Providers' medical judgment or the means by which they practice within the scope of their licensed, certified, and/or registered practice. 2.7.3 Contractor shall use reasonable efforts to orient Contractor Providers, employees, and subcontractors to the applicable terms of this Agreement and the Provider Manual. 2.8 Insurance. During the term of this Agreement, Contractor shall maintain insurance, including professional liability coverage, commercial and comprehensive general liability, applicable state statutory limits for workers compensation, and any other required, usual, or customary policies of insurance or an equivalent program of self-insurance applicable to Contractor. III. OBLIGATIONS OF CHPW 3.1 Reimbursement. CHPW shall reimburse Contractor for Covered Services provided to Members in accordance with this Agreement, the Provider Manual, and state and federal laws, regulations, and instructions. 3.2 Eligibility. CHPW shall confirm a Member's eligibility upon Contractor's request. Retroactive changes to Member eligibility for Apple Health may adversely impact reimbursement for Covered Services provided during any period where a Member is determined not to have been eligible or enrolled in Apple Health. 3.3 Notification. Pursuant to WAC 284-43-3070(1)(b), CHPW will notify Contractor of any adverse benefit determination that involves the pre -service denial of a treatment or procedure request by Contractor. 3.4 Non -Discouragement. 3.4.1 CHPW shall not preclude or discourage Contractor or Contractor Providers from informing Members of the healthcare they require, including various treatment options and whether, in Contractor's or Contractor Provider's view, such care is consistent with medical necessity, medical appropriateness or otherwise covered under the Member's Benefit Plan. CHPW shall not prohibit, discourage, or penalize Contractor, if Contractor is otherwise practicing in compliance with the law, from advocating on behalf of a Member with CHPW. Nothing herein shall be construed to authorize Contractor or a Contractor Provider to bind CHPW to pay for any service. 3.4.2 CHPW shall not preclude or discourage Contractor, Contractor Providers, Members, or those paying for their coverage, from discussing the comparative merits of different health carriers, even if such discussion is critical of CHPW. 3.5 Provider Manual. CHPW shall maintain and make accessible its Provider Manual and associated information, policies, and procedures, on its website, www.CHPW.or . CHPW may revise and update the Provider Manual from time to time, and shall use its best efforts to provide prior notice of at least sixty (60) days for changes that substantially affect Contractor's obligations, reimbursement or Contractor Service delivery, unless changes to federal or state law or regulations or other circumstances make such advance notice impossible, in which case notice shall be provided as soon as possible. In the event of a conflict between the Provider Manual and a term or condition of this Agreement, this Agreement shall prevail. COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 6 Iv. BILLING AND REIMBURSEMENT 4.1 For all billing and reimbursement activities, the parties shall comply with applicable billing instructions, practices and policy guidelines herein and as published and periodically updated in the Provider Manual or by HCA. If there is a conflict between the substance or interpretation of the HCA Billing Instructions applicable to the fee -for -service Medicaid program and the Provider Manual, the Provider Manual shall control. 4.2 Claims and Encounter Submission. 4.2.1 Contractor shall comply with the claims, encounter reporting, payment, and billing procedures set forth in the Provider Manual. Contractor will use reasonable efforts to submit Clean Claims for Covered Services within thirty (30) days of the end of the month in which the service was rendered. Contractor shall use best efforts to submit claims/encounters electronically. When an electronic claim/encounter cannot be submitted electronically, Contractor shall submit such claim/encounter in a nationally approved standard format and through a CHPW approved clearinghouse to the address below: CHPW Claims Department PO Box 269002 Plano, TX 75026-9002 4.2.2 Upon request, Contractor shall furnish all information reasonably required by CHPW to substantiate the provision of and charges for Covered Services, at no charge to CHPW. Claim approval and payment for claims or encounters are contingent upon receipt of complete and accurate information from Contractor. 4.3 IReimbursement. 4.3.1 CHPW shall reimburse Contractor at the rates set forth in Exhibit B for timely submitted Clean Claims for Covered Services. Contractor shall accept such reimbursement plus any applicable Cost Sharing amounts as payment in full for Covered Services provided under this Agreement. 4.3.2 CHPW shall not pay a claim received (i) more than three hundred and sixty-five (365) calendar days after the date a Covered Service was rendered or the date of discharge, whichever is later or (ii) more than sixty (60) calendar days after Contractor first receives notice that CHPW is a secondary payer under applicable coordination of benefit procedures. 4.3.3 CHPW shall not reimburse Contractor for services rendered in conjunction with commonly recognized grossly negligent acts. 4.3.4 CHPW shall pay not less than ninety-five percent (95%) of all Clean Claims received from Contractor within thirty (30) days of receipt, and pay or deny ninety-five percent (95%) of all claims received from Contractor within sixty (60) days of receipt, unless otherwise agreed to by the parties on a claim -by -claim basis. A Clean Claim is "received" on the date CHPW, or its appointed agent, receives either written or electronic notice of the claim. If CHPW fails to meet its COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 7 obligations under this paragraph, CHPW shall pay Contractor interest at the rate of one percent (I%) per month of the contract rate of all unpaid Clean Claims that have not been denied, and which have aged sixty one (61) or more days, until such time as CHPW is again in compliance with these requirements. 4.4 Coordination of Benefits and Third -Party Payment. 4.4.1 Contractor will cooperate with CHPW's coordination of benefits, subrogation, and third -party payment policies as set forth herein and in the Provider Manual and as required by law. CHPW will not unreasonably delay payment of a claim due to the application of its coordination of benefits policies. 4.4.2 CHPW will coordinate benefit payments with any other plan that covers Members. If CHPW is not the primary insurance (payer), and the primary payer does not cover a specific service, Contractor must bill the primary payer first. Medicaid is always the secondary payer. When the primary payer issues a denial, Contractor shall send the claim to CHPW along with the primary payer's EOB. CHPW will then evaluate the claim as the secondary payer. 4.4.3 Except as otherwise required by Chapter 284-51 WAC, under no circumstances shall CHPW reimburse Contractor any amount greater than that provided for hereunder. If Contractor receives payment from another plan or entity that has primary payment responsibility under coordination of benefits rules, and that payment is equal to or greater than the rates set forth herein, Contractor may not seek additional reimbursement from CHPW. Contractor agrees to promptly refund to CHPW any amount CHPW has already paid to Contractor which, when added to amounts paid by another plan or entity for the same Covered Services, are in excess of the rates set forth herein. 4.5 Retrospective Review and Recovery Rights. 4.5.1 CHPW reserves the right to assure through audit and retrospective evaluation of Members' documented medical care that, based on the information available to Contractor at the time services were provided, such services were Medically Necessary, and claims were accurately coded. Such review or audit may result in denial of claims for services and may adversely impact payment. 4.5.1.1 CHPW may retrospectively deny a claim (a) if it is determined that prior authorization was based upon a material misrepresentation by Contractor, and/or (b) if information provided to CHPW is materially different from information that was reasonably available at the time of the original determination. 4.5.2 Any payments made to Contractor by CHPW that are determined to be inappropriate in accordance with applicable law, or to which Contractor is not entitled under the terms of this Agreement or the Provider Manual, shall be considered an overpayment. Overpayments shall be refunded to CHPW within thirty (30) days of the date Contractor is notified of the overpayment or within sixty (60) days of identification of an overpayment by Contractor, whichever is earlier. Alternatively, CHPW may offset or recoup any overpayment(s) or other amounts owed by Contractor to CHPW against amounts owed by CHPW to Contractor. 4.5.3 Except in the case of fraud, if Contractor is a health care provider as defined under RCW 48.43.005, CHPW may not request (a) a refund of a payment previously made to satisfy COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 8 Contractor's claim unless CHPW does so in writing within twenty-four (24) months (or within thirty (30) months for reasons related to coordination of benefits) in accordance with RCW 48.43.600 or (b) payment of a contested refund sooner that six (6) months after receipt of the request. This section is not applicable to subrogation claims. 4.5.4 Except in the case of fraud, if Contractor is a health care provider as defined under RCW 48.43.005, Contractor may not request payment from CHPW to satisfy a claim unless it does so in writing within twenty-four (24) months after the date the claim was denied or payment intended to satisfy the claim was made. In the case of coordination of benefits, Contractor must request any additional balances owed from CHPW within thirty (30) months after original payment was made. Additional payment cannot be requested any sooner than six (6) months after request is made. This section is not applicable to subrogation claims. V. MUTUAL OBLIGATIONS 5.1 Compliance. Each party shall comply in all material respects with the requirements of applicable federal and state laws and regulation, including federal and state law and regulation applicable to Medicaid programs, beneficiaries and beneficiary rights, the terms of this Agreement, and applicable terms and conditions of CHPW's contract with HCA. 5.2 Subcontracts. Each party agrees that all subcontracts related to this Agreement will be written and will specify that the subcontractor must also comply with terms of this Agreement and any applicable federal and state laws, regulations, and requirements. 5.3 Confidentiality and Privacy. 5.3.1 All information contained in this Agreement or provided by a party in the process of negotiation and performance of this Agreement, or identified by either party as confidential or proprietary, is confidential, and shall not be disclosed to any third person or entity in any format without the express prior written consent of the other party. This provision shall not preclude access to such records in order to allow billing and quality assurance review with respect to Covered Services delivered. The parties acknowledge that Contractor is subject to the Washington State Public Records Act, RCW 42.56 (PRA) and compliance with the PRA by the Contractor will not violate this agreement. Except where prohibited under WAC 44- 14-04003, if Contractor receives a request under the PRA to inspect or copy information contained in this Agreement, or provided by CHPW in the process of negotiation and performance of this Agreement, or identified by CHPW as confidential or proprietary, Contractor will promptly notify CHPW of the request and the date that such protected information will be released unless CHPW obtains a court order to enjoin disclosure pursuant to RCW 42.56.540. 5.3.2 Each party is a covered entity and in performing this Agreement, each party may have access to and receive from the other party Protected Health Information ("PHI") as those terms are defined under HIPAA, and Chapter 70.02 RCW, the Uniform Health Care Information Act. 5.3.2.1 Each party shall maintain the confidentiality of PHI and shall not use or disclose Member PHI except as necessary to carry out the terms and conditions of this Agreement or as permitted or required by federal or state law or regulations. COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 9 5.3.2.2 Each party shall maintain a documented health information system and a privacy security program that includes administrative, technical, and physical safeguards designed to prevent the accidental or unauthorized use or disclosure of Member PHI and medical records in compliance with applicable HIPAA regulations. 5.3.2.3 This section and any ambiguities related to PHI shall be interpreted in a way that complies and is consistent with applicable current and future HIPAA requirements. 5.3.2.4 This Section 5.3 shall survive termination of the Agreement. 5.4 Record Retention, Access, and Audits. 5.4.1 Contractor shall prepare, maintain, and retain accurate Member health records including appropriate medical, administrative and financial records related to this Agreement and to Covered Services provided hereunder in accordance with the Provider Manual, industry standards, applicable state and federal sponsored health program rules, and applicable federal and state law and regulation. Such records shall be maintained for the maximum period required by federal or state law as set forth in this Section 5.4. CHPW shall have continued access to Contractor's records necessary for CHPW to perform its obligations hereunder, to administer its Benefit Plans, and to comply with federal and state law and regulations and applicable accreditation requirements. CHPW prefers electronic copies of such information, data, and records, but Contractor may provide hard copies at its own expense. 5.4.2 Consistent with industry standards and applicable state and federal laws and regulations, including Washington Office of the Insurance Commissioner regulations, each party or its representative may, during normal business hours and upon giving reasonable notice to the other party, audit, examine and inspect (to the extent necessary to perform the audit) the other party's books and records, including medical records, related to this Agreement, to transactions between CHPW and Contractor hereunder, and to surveys for accreditation and compliance. 5.4.3 Each party shall retain and protect all applicable books and records for at least ten (10) years after termination of this Agreement. Each Party acknowledges that certain government agencies, including the Secretary of the Department of Health and Human Services (HHS) and the Comptroller General of the United States General Accounting Office, the State of Washington, including HCA, the Medicaid Fraud Control Division and the state auditor, or any of their duly authorized representatives, have the right to inspect and audit each party's books and records for ten (10) years beyond the termination of this Agreement or until the completion of any governmental audit that pertains to such books and records, whichever is later, unless: (i) HHS determines there is special need to retain a particular record or group of records for a longer period and notifies the party at least thirty (30) days before the normal disposition date; (ii) there has been a termination, dispute, or allegation of fraud or similar fault by either party, in which case the retention may be extended to six (6) years from the date of any resulting final resolution of the termination, dispute, fraud, or similar fault; or (iii) HHS determines that there is a reasonable possibility of fraud or similar fault, in which HHS may inspect, evaluate, and audit either party at any time. Without limiting the foregoing, following the commencement of any audit by a government agency, the party subject to the audit shall retain its relevant books and records until completion of said audit. This Section 5.4.3 shall survive termination of this Agreement for the period of time required by state and federal law. Contractor shall provide copies of such records to ----- - -- ---- - COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 10 the auditing agency at Contractor's cost. 5.5 Dispute Resolution. 5.5.1 If a dispute arises under this Agreement, the parties shall first attempt to resolve the dispute informally. The complaining party shall send written notice to the other party expressly referencing the provisions of this Section 5.5 and the nature of the dispute. The parties shall meet and in good faith work to resolve the dispute. 5.5.2 If the dispute is not resolved informally within thirty (30) days of receipt of such notice, either party may send written notice to the other requesting formal consideration of the disputed matter and describing its position on the disputed matter. The party receiving such request shall review the matter and send a written response that describes its position on the matter and the basis for its position to the requesting party within thirty (30) days of receipt of the request for formal consideration. Where the party receiving the request for formal consideration fails to respond within thirty (30) days of receipt, the requesting party may proceed as if the request has been rejected. 5.5.3 Where a request for informal or formal resolution fails to result in resolution of the dispute, the parties may agree to non -binding mediation conducted under mediation rules of the American Health Lawyers Association or other mutually agreed organization. The mediator's fees shall be born in equal shares by the parties. All other related costs incurred shall be the sole responsibility of the party incurring the cost. 5.5.4 If the parties cannot resolve the matter through non -binding mediation either party may institute an action in any Superior Court of competent jurisdiction in the state of Washington.". 5.6 Responsibility for Own Acts. Each party shall be responsible for its own acts and omissions and shall be liable for payment of that portion of any and all legal claims, liabilities, injuries, suits, and demands and expenses of all kinds that may result or arise out of any alleged malfeasance or neglect caused by said party, its employees, agents or subcontractors. If a claim is made against both parties, each party shall cooperate in the defense and cause its insurers to do likewise. Each party shall, however, retain the right to take any action it believes necessary to protect its own interests. 5.7 Indemnification. 5.7.1 Each party agrees to indemnify and hold harmless (and at such party's request, defend) the other party, its directors, officers, employees and agents from any third party claims, judgments, damages, costs, suits, losses, or liabilities (including reasonable attorney's fees) arising solely and exclusively out of the negligence, wrongful act or omission, or breach of this Agreement by such indemnifying party, or any of its respective officers, directors, agents or employees. 5.7.2 CHPW shall not be liable to Members for any act of malpractice on the part of Contractor, Contractor Providers, or Contractor's employees or agents. Contractor shall indemnify, defend, and hold harmless CHPW from any such liability. The indemnity in the immediately preceding sentence shall not apply to any alleged act of independent liability on the part of CHPW, or any of its employees or agents. COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 11 5.8 Required Disclosures. As a condition to entering into this Agreement, and in compliance with 42 CFR 45 5.101-106, Contractor shall provide to CHPW a completed, accurate Disclosure of or Change in Ownership and Control Interest form. Contractor shall promptly provide updates to the Disclosure of or Change in Ownership and Control Interest form when information on the current form changes. Failure to provide a complete accurate form or timely updates thereto shall be deemed a material breach of this Agreement. 5.9 Audio Only Telemedicine. In accordance with Washington state law, if a provider intends to bill a patient or CHPW for an audio -only telemedicine service, the provider must obtain the patient's consent for the billing in advance of the service being delivered. A provider's failure to obtain such consent may result in disciplinary action against the provider. To bill for audio -only telemedicine services, the provider must also have an "established relationship" with the patient. For purposes of this Section, "established relationship" has the meaning as this term has under RCW 48.43.735, as amended. VA I 6.1 Term. This Agreement shall take effect on the Effective Date specified on page 1 of this Agreement and shall remain in force for an initial term of 12 months from the effective date. This Agreement shall automatically renew on a month -to -month basis thereafter, unless terminated as provided herein. 6.2 Termination upon Breach. Either party may terminate this Agreement if (i) it believes the other party has committed a material breach of the Agreement, (ii) it gives the breaching party written notice describing the breach and (iii) such breach is not corrected, or a corrective action plan approved by both parties is not in place, within thirty (30) days following the written notice. Further, this Agreement may be terminated immediately if a party or any of its Directors, Officers, Owners or employees is excluded from participation in a state or federally sponsored health care program, is convicted of a crime, has its license or certification revoked, or fails to accurately complete and timely return the Disclosure of or Change in Ownership and Control Interest form. 6.3 Termination Without Cause. Either party may terminate this agreement without cause upon 120 days' written notice to the other. 6.4 Continuing Responsibilities upon Termination. Neither party shall be released from obligations hereunder prior to the effective date of termination. VII. MISCELLANEOUS 7.1 Independent Contractors. CHPW and Contractor are separate, independent entities with distinct responsibilities. No provision herein is intended to create, nor shall be construed to create any relationship other than that of independent entities contracting with each other solely for the purpose of effecting this Agreement. Neither party nor any of its respective employees and subcontractors shall be construed to be the principal, agent, employee, or representative of the other. 7.2 Assignment. Contractor may not assign its duties, rights, or obligations under this Agreement without prior written approval of CHPW, which shall not be unreasonably withheld, and, in regard to state sponsored Benefit Plans, the approval of HCA. 7.3 Discrimination. Neither -party shall discriminate against anv -Derson because of race. color. national COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 12 origin, ancestry, religion, gender, marital status, age, sexual orientation, presence of physical or mental handicaps, and any other reason(s) prohibited by law, in the provision of services or in employment practices. 7.4 Washington State Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington irrespective of choice -of -law principles, except to the extent pre- empted by federal law. Venue for any action or proceeding related to this Agreement shall be in King County, Washington. 7.5 Amendments. 7.5.1 This Agreement may be amended at any time by the written agreement of both parties. 7.5.2 CHPW may amend this Agreement on sixty (60) days written notice to Contractor. Contractor's failure to object in writing within sixty (60) days of receipt of such amendment shall constitute Contractor's acceptance thereof. If Contractor gives timely notice that it objects to such amendment, it may terminate the Agreement without penalty pursuant to Section 6.3 and such amendment shall not go into effect as to Contractor. 7.5.3 CHPW may immediately amend this Agreement by written notice as necessary to maintain consistency and/or compliance with any state or federal law, policy, directive or state and federal sponsored Benefit Plan. 7.5.4 Pursuant to WAC 284-170-421(6), a provider or facility must have reasonable notice of not less than 60 days of changes that affect the provider's or facility's compensation or delivery of services unless changes to federal or state law or regulation make such advance notice impossible, in which case notice must be provided as soon as possible. 7.6 Third Party Beneficiaries. Notwithstanding that benefits arising from this Agreement may inure to a Member or other third party, the parties hereto intend that no third party shall be a third -party beneficiary of the obligations assumed by either party to this Agreement and no such person shall have the right to enforce any such obligation. 7.7 Notice. 7.7.1 All notices or other communications hereunder, except notice of termination, shall be in writing and deemed to have been delivered to a party upon: (i) personal delivery to that party; (ii) electronically confirmed delivery by facsimile to the telephone number provided by the party for such purposes; (iii) electronic mail transmission to the electronic mailbox provided by the party for such purposes; (iv) upon deposit for overnight delivery with a bonded courier holding itself out to the public as providing such services, with charges prepaid; or (v) four (4) business days following deposit with the United States Postal Service, postage prepaid, and in any case addressed to the party as set forth below, or to another address that the party provides by notice to the other party. 7.7.2 Notice of termination shall be in writing and deemed to have been delivered upon deposit for overnight delivery with a bonded courier holding itself out to the public as providing such services, with charges prepaid and signature receipt required; or deposit with the United States Postal Service, postage prepaid and certified mail or return receipt requested, and in any case addressed to the person set forth below, or to another address that the L= Lrovides by notice to the other p2rt . COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 13 Community Health Plan of Washington ATTN: Director, Network Management & Strategy I I I I Third Avenue, Suite 400 Seattle, WA 98101-3292 FAX: (206) 613-5018 Email: Cathv.NeimangCHPW.org 7.8 Payment of Federal Funds. County of Grant DBA Grant County Sheriff s Office ATTN: Phillip C. Coats, Chief Deputy 35 C ST NW/PO Box 37 Ephrata, WA 98823 FAX: Email: pcoatsggrantcountywa. oovv 7.8.1 Neither party shall make any specific payment, directly or indirectly, to a physician or physician group as an incentive to reduce or limit Medically Necessary services furnished to any Member. 7.8.2 Each party shall. remain in good standing with applicable regulatory agencies and shall comply with applicable federal and state laws and regulations. Each party, in fulfilling its obligations hereunder, acknowledges that it is subject to certain laws that are applicable to individuals and entities receiving federal funds. 7.9 Construction. 7.9.1 Nothing in this Agreement modifies any benefits, terms or conditions contained in the Member's Benefit Plan. In the event of a conflict between this Agreement and the benefits, terms, and conditions of the Member's Benefit Plan, the benefits, terms, or conditions contained in the Benefit Plan shall govern. 7.9.2 In addition to the terms of this Agreement, the contract between the HCA and CHPW as well as applicable laws and regulations shall govern construction. // signature page follows // COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 14 Community Health Plan of Washington 1111 Third Avenue, Suite 400 Seattle, WA 98101-3292 Phone: (206) 613-8929 Authorized Signature Erica Newton Print Name Contract Administrator Title Date County of Grant DBA Grant County Sheriff's Office 35 C ST NW/PO Box 37 Ephrata, WA 98823 Phone: (509) 754-2011 Authorized Signature Print Name Title Date - - - - -- -------- - --------- ---- COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 15 EXHIBIT A CONTRACTOR INFORMATION CONTRACTOR County of Grant DBA Grant County Sheriff s Office NAME: CONTRACTOR 35 C ST NW/PO Box 37 ADDRESS: Ephrata, WA 98823 CONTRACTOR TIN: 916001319 CONTRACTOR NPI: 1750268736 Contractor will provide a current W-9 to CHPW concurrent to execution of this Agreement. Failure to provide a current W-9 may result in delayed claims processing and payment. ExHusTT B COMPENSATION COMPENSATION: OX 100% of HCA's Fee Schedule. Subject to the terms of the Agreement, including this Exhibit B, reimbursement rates for Covered Services provided by Contractor and its Contractor Providers shall be the lesser of billed charges or the rates set forth above, less any applicable Cost Sharing Amounts. All payments under this Agreement shall be made in accordance with the terms of the Agreement, and any applicable billing and instructions and policy guidelines published and periodically updated by applicable state and federal agencies. COMMUNITY HEALTH PLAN OF WASHINGTON CARCERAL HEALTH AGREEMENT for Apple Health Services Provided in Carceral Settings Contract#: 7967 - 658744 Page 16