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HomeMy WebLinkAboutAgreements/Contracts - GRISK 19-042 RECEIVED APR 08 IN 4( s AMENDMENT NUMBER FOUR PARTICIPATING PROVIDER AGREEMENT This Amendment Number Four ("Amendment") is entered into as of March 7, 2019 by and between Coordinated Care of Washington, Inc. ("Health Plan") and County of Grant dba Grant Integrated Services ("Provider"), collectively referred to herein as the "Parties". WHEREAS, Health Plan and Provider have previously entered into a Participating Provider Agreement (the "Agreement") effective as of January 1, 2018 (defined in the Agreement as the "Effective Date"); and WHEREAS, the Parties desire to amend the Agreement; NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the Parties agree as follows: 1. Section 2.5 of Exhibit A-3 shall be deleted from the Agreement in its entirety and replaced with the following: "2.5 Term. The term of this exhibit shall be in accordance with Article V 1 l section 7.1 " 2. Section 2.5 of Exhibit A-12 shall be deleted from the Agreement in its entirety and replaced with the following: "2.5 Term. The term of this exhibit shall be in accordance with Article VI I section 7.1." 3. All other terms and conditions of the Agreement and any amendments thereto, if any, shall remain in full force and effect. If the terms of this Amendment conflict with any of the terms of the Agreement, the terms of this Amendment shall prevail. IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment as of the date first set forth above. HEALTH PLAN: PROVIDER: County of Grant dba Grant Integrated Coordinated Care of Washington, Inc. Services Authorized Signatur Printf : so Tille:President & CEO Date: Authorized Signature Printed Name: 1 Lm Taylor Title: SOCC Chair Date: S/1 lb 110( ECM #; 425548 Tax 1D Number: 91-6001319 State Medicaid Number: 1981109 1.$, "Covered Person" means any individual entitled to receive Covered Services pursuant to the terms of a Coverage Agreement. 1.9. "Covered Services" means those services and items for which benefits are available and payable under the applicable Coverage Agreement and which are determined, if applicable, to be Medically Necessary tinder the applicable Coverage Agreement. 1.10. `'Health Plan" means either CCC or CCW with respect to each Product covered by this Agreement, as specified in accordance with Schedule 13 to this Agreement or the applicable Product Attachment. 1.11. "Medically Necessary'' or "Medical Necessity" shall have the meaning defined in the applicable Coverage Agreement and applicable Regulatory Requirements. 1.:12. "Participatin Provider" means, with respect to a particular Product, any physician, hospital, ancillary, or other health care provider that has contracted, directly or indirectly, with Health Plan to provide Covered Services to Covered Persons, that has been approved for participation by Company, and thatisdesignated by Company as a `'participating provider" in such Product. 1.13. "_Pavor" means the entity (including Company where applicable) that hears direct financial responsibility for paying from its own funds, without reimbursement from another entity, the cost of Covered Services rendered to Covered Persons under a Coverage Agreement and, if such entity is not Company, such entity contracts, directly or indirectly, with Company for the provision of certain administrative or other services with respect to such Coverage Agreement. 1.14. 'Payor Contract'' means the contract with a Payor, pursuant to which Company furnishes administrative services or other services in support of the Coverage Agreements entered into, issued or agreed to by a Payor, which services may include access to one or more of Company's provider networks or vendor arrangements, except those excluded by Health Plan. The term "Payor Contract" includes Company's or other Payor's contract with a governmental authority (also referred to herein as a "Governmental Contract') tinder which Company or Payor arranges for the provision of Covered Services to Covered Persons. "Product" means any program or health benefit arrangement designated as a "product" by Health Plan (e.g., Health Plan Product, Medicaid Product, PPO Product, Payor -specific Product, etc.) that is now or hereafter offered by or available from or through Company (and includes the Coverage Agreements that access, or. are issued or entered into in connection with such product, except those excluded by Health Plan). 1.16, "Product Attachment" means an Attachment setting forth requirements, terms and conditions specific or applicable to one or more Products, including certain provisions that must be included in a provider agreement under the Regulatory Requirements, which may be alternatives to, or in addition to, the requirements, terms and conditions set forth in this Agreement. 1.17. `°Rei=ulatory Requirerrzetits"means all applicable federal and state statutes, regulations, regulatory guidance, judicial or administrative rulings, requirements of Governmental Contracts and standards and requirements of any accrediting or certifying organization, including, but not limited to, the requirements set forth in a Product Attachment. 1.1$. "State" is defined as the state of Washington. ARTICLE It—PRODUCTS AND SERVICES 2.1. Contracted Providers. `Provider shall, and shall cause each Contracted Provider, to comply with and abide by the agreements, representations, warranties, acknowledgements, certifications, terns and conditions of this Agreement (including the provisions of Schedule A that are applicable to Provider, a Contracted Provider, or WA PPA County of Grant dba Grant Integratcd 11,;'02/2017 312323 - Public Page 2 of 20 their services, and any other Attachments) and fulfill all of the duties, responsibilities and obligations imposed on Provider and Contracted Providers under this Agreement (including each Attachment). 2.2. Products and Attachments. Subject to the other provisions of this Agreement, Provider and each Contracted Provider is subject to and bound by all Attachments designated on Schedule B of this Agreement, and may be identified as a Participating Provider in each Product identified in a Product Attachment designated on Schedule..B of this Agreement. 2.2.1. Provider shall, at all times during the term of this Agreement, °require each of its Contracted Providers to, subject to Company's approval, participate as Participating Providers in each Product identified in a Product, Attachment that is designated on Schedule B of this Agreement or added to this agreement in accordance with Section 2.2 hereof. 2.2.2. A Contracted Provider may only identify itself as a Participating Provider for those Products in which the Contracted Provider actually participates as provided in this Agreement. Provider acknowledges that Company or Payor may have, develop or contract to develop various Products or provider networks that have a variety of provider panels, program components and other requirements. No Company or Payor warrants or guarantees that any Contracted Provider: (i) will participate in all or a minimum number of provider panels, (ii) will be utilized by a minimum number of Covered Persons, or (iii) will indefinitely remain a Participating Provider or member of the provider panel for a particular network or Product. 2.2.3. Attached hereto as Schedule Cis the initial list of the Contracted Providers as of the Effective Date. Provider shall provide Health Plan on a quarterly basis or more often upon request with a complete and accurate list containing the names, office telephone numbers, addresses, tax identification numbers, hospital affiliations, specialties and board status (if applicable), languages spoken, whether Contracted Provider is accepting new patients, State license number, and National Provider Identifier of Contracted Providers and such other information as mutually agreed upon by the Parties, and shall provide Health Plan with a list of modifications to such list at least thirty (30) days prior to the effective date of such changes. Provider shall provide such lists in a Ynanner and format mutually acceptable to the Parties. 2.2.4. Provider may add new providers to this Agreement as Contracted Providers. In such case, Provider shall provide written notice to Health Plan of the prospective addition(s) and shall use best efforts to provide such notice at least sixty (60) days in advance of such addition. Provider shall maintain written agreements with each of its Contracted Providers (other than Provider) that require Contracted Providers to comply with the terns and conditions of this Agreement and that address and comply with the Regulatory Requirements. 2.2.3, IF Company desires to add an additional Product, Company or Payor, as applicable, will provide at least sixty (60) days' prior written notice (electronic or paper) thereof to Provider, along with the applicable Product Attachment and the new Compensation Schedule, if any. Contracted Providers will not be designated as Participating Providers in such additional Product until Provider agrees to participate in such additional Product by giving Company or Payor, as applicable, written notice of its decision to participate in accordance with the process specified in the notice to Provider. If Provider grives timely notice of agreement to participate in an additional Product, then each Contracted Provider shall be a Participating Provider in such additional Product on the terms and conditions set forth in this Ag=reement and the applicable Product Attachment. 2.3. Covered Services. Each Contracted Provider shall provide Covered Services described or referenced in the applicable Product Attachment(s) to Covered Persons in those Products in which the Contracted :Provider is a Participating Provider in accordance with this Agreement. Each Contracted Provider shall provide Covered Services to Covered Persons with the same degree of care and skillas customarily provided to patients who are not Covered Persons, within the scope of the Contracted Provider's license and in accordance with generally accepted standards of the Contracted Provider's practice and business and in accordance with the provisions of this Agreement and Regulatory Requirements. WA PPA County of Grant dba Grant, Integrated 111102/2017 — 342323 - Public Page 3 of 20 2.41 Policies and Procedures. Provider warrants that Provider and Contracted Providers shall at all times cooperate and comply with applicable administrative requirements, policies, pro -rains and procedures of Company and Payor, which may include, but are not limited to, the following: credentialing criteria and requirements; confidentiality and notification requirements; medical management programs; claims and billing, quality assessment and improvement, utilization review and management, disease management, case management, on-site reviews, referral and prior authorization, and grievance and appeal procedures; coordination of benefits and third party liability policies; carve -out and third party vendor programs; and data reporting requirements. The failure to comply with such policies and procedures could result in a denial or reduction of payment to the Provider or Contracted Provider or a denial or reduction of the Covered Person's benefits. Such policies and procedures do not in any way affect or remove the obligation of Contracted Providers to render care. Health Plan shall make the applicable policies available to Provider and Contracted Providers prior to contracting and throughout the term of the Agreement upon reasonable request via one or more designated websites or alternative means. Company shall notify Provider at least sixty (60) days in advance of changes in administrative policies and procedures that affect Provider's compensation or health care service delivery unless changes to federal or State law or regulations make such advance notice impossible, in which case notice w-iIl be provided as soon as possible. Such notice may be given by Health Plan through an update to information available to Provider online, or any other written method (electronic or paper). Provider shall notify Contracted Providers of such changes. 2.5. Credentialins Criteria. Provider and each Contracted Provider shalt complete Company's and/or Payor's credentialing and/or recredentialing process as required by Company's and/or Payor's credentialing policies, and shall at all times during the term of this Agreement meet all of Company's and/or Payor's credentialing criteria. Provider and each Contracted Provider represents, warrants and agrees: (a) that it is currently, and for the duration of this Agreement shall remain: (i) in compliance with all applicable Regulatory Requirements, including licensing laws; (ii) if applicable, accredited by The Joint Commission or the American Osteopathic Association; and (iii) a Medicare -certified provider under the federal Medicare program and a Medicaid participating provider under applicable federal and State laws; and (b) that all Contracted Providers and all employees and contractors thereof will perform their duties in accordance with all Regulatory Requirements, as well as applicable national, State and local standards of professional ethics and practice. No Contracted Provider shall provide Covered Services to Covered Persons or identify itself as a Participating Provider unless and until the Contracted Provider has been notified, in writing, by Company that such Contracted Provider has successfully completed Company's credentialing process. 2.6. Eligibility Determinations. Provider or Contracted Provider shall timely verify whether an individual seeking Covered Services is a Covered Person. Company or Payor, as applicable, will make available to Provider and Contracted Providers a method whereby Provider and Contracted Providers can obtain, in a timely manner, general information about eligibility and coverage. Company or Payor, as applicable, does not guarantee that persons identified as Covered Persons are eligible for benefits or that all services or supplies are Covered Services. If Company, Payor or its delegate determines that an individual was not a Covered Person at the tithe, services were rendered, such services shall not be eligible for payment under this Agreement, except to the extent such services were expressly authorized by Company or Payor. For retrospective review, eligibility determinations will be made solely on the medical information available to the Contracted Provider at the time the health service was provided. Such retrospective review will be completed within thirty (30) calendar days of receipt of the necessary information. In addition, Company will use reasonable efforts to include or contractually require Payors to clearly display Company's name, logo or mailing address (or other identifier(s) designated from time to time by Company) on each membership card. 2.7. Referral and Preauthorization Procedures. Provider and Contracted Providers shall comply with referral and preauthorization procedures adopted by Company and/or Payor, as applicable, prior to referring a Covered Person to any individual, institutional or ancillary health care provider. Unless otherwise expressly authorized in writing by Company or Payor, Provider and Contracted Providers shall refer Covered Persons only to Participating Providers to provide the Covered Service for which the Covered Person is referred. Except as required by applicable law, failure of Provider and Contracted Providers to follow such procedures may result in denial of payment for unauthorized treatment. Preauthorization is not required prior to provision of Covered Services in the event of an emergency. WA PPA County of Grant dba Grant Integrated 11 EOV2017 — 342323 - Public Page 4 of 20 2.8. Treatment Decisions. No Company or Payor is liable for, not will it exercise control over, the manner or method by which a Contracted Provider provides items or services under this Agreement. Provider and Contracted Providers understand that determinations of Company or Payor that certain items or services are not Covered Services or have not been provided or billed in accordance with the requirements of this Agreement are administrative decisions only. Such decisions do not absolve the Contracted Provider of its responsibility to exercise independent judgment in treatment decisions relating to Covered Persons. Nothing in this Agreement (i) is intended to interfere with Contracted Provider's relationship with Covered Persons, or (ii) prohibits or restricts a Contracted Provider from disclosing to any Covered Person any information that the Contracted Provider deems appropriate regarding health care quality, medical treatment decisions or alternatives. 2.9. Carve -Out Vendors. Provider acknowledges that Company may, during the term of this Agreement, carve -out certain Covered Services from its general provider contracts, including this Agreement, for one or more Products as Company deerns necessary or appropriate. Provider and Contracted Providers shall cooperate with and, when medically appropriate, utilize all third party vendors designated by Company for diose Covered Services identified by Company from time to time for a particular Product. 2.10, Dis�aragernent Prohibition. Provider, each Contracted Provider and the officers of Company shall not disparage the other during the term of this Agreement or in connection with any expiration,. termination or non- renewal of this Agreement Neither Provider nor Contracted Provider shall interfere with Company's direct or indirect contractual relationships including, but not limited to, those with Covered Persons or other Participating Providers. Nothing in this Agreement should be construed as limiting the ability of Health Pian, Company, Provider or a Contracted Provider to inform Covered Persons that this Agreement has been terminated or otherwise expired or, with respect to Provider, to promote Provider to the general public, or to limit Contracted Providers from participating in discussions with apatient or someone paying for thein coverage regarding the comparative merits of different health carriers, even if critical of a carrier, or to post information regarding other health plans consistent with Provider's usual procedures, provided that no such promotion or advertisement is specifically directed at one or more Covered Persons. In addition, nothing in this provision should be construed as limiting Company's ability to use and disclose information_ and data obtained from or about Provider or Contracted Provider, including this Agreement, to the extent determined reasonably necessary or appropriate by Company in connection with its efforts to comply with Regulatory Requirements and to communicate with regulatory authorities. 2.11. Nondiscrimination. Provider and each Contracted Provider will provide Covered Services to Covered Persons without discrimination on account of race, seat, sexual orientation, age, color, religion, national origin, place of residence, health status, type of Payor, source of payment (e.g., Medicaid generally or a State - specific health care program), physical or mental disability or veteran status, and will ensure that its facilities are accessible as required by Title Ill of the Americans With Disabilities Act of 1991. This requirement does not require a Contracted Provider to render services that are not appropriate for the provider to render due to limitations arising from lack of training, experience, skill, or licensing restrictions. Provider and Contracted Providers recognize that, as a governmental contractor, Company or Payor may be subject to various federal laws, executive orders and regulations regarding equal opportunity and affirmative action, which also may be applicable to subcontractors, and :Provider and each Contracted Provider agree to comply with such requirements as described in any applicable Attachment. 2.12. Notice of Certain Events. Provider shall give written notice to Health Plan of (i) any event of which notice must be given to a licensing or accreditation agency or board; (ii) any change in the status of Provider's or a Contracted Provider's license; (iii) termination, suspension, exclusion or voluntary withdrawal of Provider or a Contracted Provider from any state or federal health care program, including but not limited to Medicaid; or (iv) any settlements or judgments in connection with a lawsuit or claim filed or asserted against Provider ora Contracted Provider alleging, professional malpractice involving a Covered Person. In any instance described in subsection (i)4iii) above, Provider must notify Health Plan or Payor in writing within ten (10) days, and in any instance described in subsection (iv) above, Provider must notify Health Plan or Payor in writing within thirty (30) clays, from the date it first obtains knowledge of the pending of the same. WA PPA County of Grant dba Grant Inte4grated 11.02/2017 342323 - Public Page 5 of 20 2.13.. Use of Name. Provider and each Contracted Provider hereby authorizes each Company or Payor to use their respective names, telephone numbers, addresses, specialties, certifications, hospital affiliations (if any), and other descriptive characteristics o.ftheir facilities, practices and services for the purpose of identifying the Contracted Providers as "Participating Providers" in the applicable Products. Provider and Contracted Providers may only use the name of the applicable Company or Payor for purposes of identifying the Products in which they participate, and may not use the registered trademark or service mark of Company or Payor without prior written consent. 2.14, C'ornpliance with Regulat M. Requirements. Provider, each Contracted Provider and Company agree to carry out their respective obligations under this Agreement in accordance with all applicable Regulatory Requirements, including, but not limited to, Chapter 284-43 of the Washington Administrative Code, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health (HITECH) Act, and federal chug and alcohol confidentiality laws in 42 C.F.R. Part 2, each as amended, including any regulations promulgated thereunder. If, due to Provider's or Contracted Provider's noncompliance with applicable Regulatory Requirements or this Agreement, sanctions or penalties are imposed on Company, Company may, to its sole discretion, offset such amounts against any amounts due Provider or Contracted Providers from any Company or require Provider or the Contracted Provider to reimburse Company for such amounts. If Pro,6der subcontracts any services under this Agreement, then Provider is responsible for ensuring that its written agreements with such subcontractors contain all applicable Regulatory Requirements and that its subcontractors comply with such requirements. 2,15. Program IntezritvRequired Disclosures. Provider agrees to ftimish to Health Plan complete and accurate information necessary to permit Health Plan to comply with the collection of disclosures requirements specified in 42 C.F_R. Part 455 Subpart 8 or any other applicable State or federal requirements, within such time period as is necessary to permit Health Plan to comply with such requirements. Such requirements include but are not limited to: (i) 42 C.F.R. §455.105, relating to (a) the ownership of any subcontractor with whom Provider has had business transactions totaling more than $25,000 during the 12 -month period ending on the date of the request and (b) any significant business transaction between Provider and any wholly owned supplier or subcontractor during the five (5) year period ending on the date of the request; (ii) 42 C.F.R. §455.104, relating to individuals or entities with. an ownership or controlling interest in Provider; and (iii) 42 G.F.R. §455.106, relating to individuals with an ownership or controlling interest in Provider, or who are managing employees of Provider, who have been convicted of a crime ARTICLE III - CLAIINIS SUBYUSSION, PROCESSING, AND COMPENSATION 3.1. Claims or Encounter {data Submission. Contracted Providers shall submit to Payor or its delegate claims for payment for Covered Services rendered to Covered Persons. Contracted Provider shall submit encounter data to Payor or its delegate in a timely Fashion, which must contain statistical and descriptive medical and patient data and identifying information. Payor or its delegate reserves the right to deny payment to the Contracted Provider if the Contracted Provider fails to submit claims for payment or encounter data in accordance with the applicable policies and procedures. 3.2. Compensation, The compensation for Covered Services provided to a Covered Person ("Compensation Amount") will be the appropriate amount under the applicable Compensation Schedule in effect on the date of service for the Product in which the Covered Person participates. Subi ect to the terms of this ApTyeement, Provider and Contracted Providers shall accept the Compensation Amount as payment in full for the provision of Covered Services, Subject to the terms of this Agreement, Payor shall pay or arrange for payment of each Clean Claim received from a Contracted Provider for Covered Services provided to a Covered Person in accordance with the applicable Compensation Amount less any applicable copayments, cost-sharing or other amounts that are the Covered Person's financial responsibility under the applicable Coverage Agreement.. 3.3. Financial Incentives. The Parties acknowledge and agree that nothing in this Agreement shall be construed to create any financial incentive for Provider or a Contracted Provider to withhold Covered Services. WA PPA County of Grant dba Grant Integrated 11/01.21017 — 342323 - Public Page 6 of 20 3.4, Holt- Harmless. 3.4.1 Provider and each Contracted Provider agree that in no event, including; but not limited to tion-pay mentby a Payor, a Payor's insolvency, or breach of this Agreement, shall Provider ora Contracted Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against a Covered Person or person acting oil the Covered Persons behalf, outer than Payor, for Covered Services provided under this :Agreement. This provision shall not prohibit collection of any applicable copayments, cost-sharing or other amorous, which have not otherwise been paid by a primary or secondary carrier in accordance with regulatory ;standards for coordination of benefits, that are the Covered Person's financial responsibility under the applicable Coverage Agreement. 3.4.2 Provider and each Contracted Provider agree, in the event of .Payor's;insolvency, to continue to provide the services promised in the Coverage Agreement to Covered Parsons for the duration of the period for which premiums on behalf of the Covered Persons were paid to Provider or Contracted Provider or until the Covered Person's discharge from inpatient facilities, whichever time is greater, 3.4.3 Notwithstanding any other. provision of this Agreement, nothing in this Agreement shall be construed to modify the rights and benefits contained in the Covered Person's Coverage Agreement. 3.4.4 Provider and each Contracted Provider may not bill Covered Persons for Covered Services (except for deductibles, copayments, or coinsurance) where Payor denies payment because Provider or a Contracted Provider has failed to comply with the terms or conditions of this Agreement. 3.4.5 Provider and each Contracted Provider further agree (i) that the provisions of 3.4.1, 3.4.2, 3.4.3, 3.4.44 and 3.4.5 of this Section 3.4 shall survive termination of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of Covered Persons, and (ii) that these provisions supersede any oral or written contrary agreement now existing or hereafter entered into between Contracted Provider and Covered Persons or persons acting on their behalf. 3.4.6 If Provider or Contracted Provider contracts with other providers or facilities who agree to provide Covered Services to Covered Persons with the expectation of receiving payment directly or indirectly from Payor, such providers or facilities must agree to abide by the provisions of Subsections 3.4.1 through 3.4.7. 3.4.7 Provider acknowledges that willfully collecting or attempting to collect payment from a Covered Person, knowing that collection to be in violation of this Section 3.4, constitutes a class C felony under RCW 44.50.030(5). 3.5. Terms and Conditions of Payment. 3.5.1 Payor shall pay Provider and each Contracted Provider for Covered Services in accordance with the applicable Compensation Schedule as soon as practical but subject to the following minimum standards: (a) Ninety-five percent (95%) of the monthly volume of Clean Claims shall be paid within thirty (30) days of receipt by Payor; (b) Ninety-five percent (95%) of the monthly volume of all claims shall be paid or denied within sixty (60) days of receipt by .Payor, except as agreed to in writing by the Parties on a claim -by -claim basis. The date of receipt of claim is the date the Payor or its agent receives either written or electronic notice of the claim, Payor shall utilize a reasonable method for confirming receipt of claims and responding to Provider or Contracted Provider inquiries thereof. 3.5.2 Failure to pay claims within these minimum standards will result in interest payments on undenied and unpaid Clean Claims more than sixty-one (6 1) days old until Payor meets the standards in this Section 3.5. Interest shall be assessed at the rate of one percent (1%) per month, and shall be calculated monthly as simple interest prorated for any portion of a month. Payor shall add the interest payable to the amount of the unpaid claim without the necessity of the Provider or Contracted Provider submitting an additional claim. Any WA PPA County of Grant dba Grant Integrated 111021220 17 342323 - Public Pa -e 7 of 20 interest paid under this Section shall not be applied by the Payor to a Covered Person's deductible, copayment, coinsurance, or any similar obligation of the Covered Person. 3.5.3 When Payor issues payment in Provider or Contracted Provider and Covered Person names, Payor shall make claim checks payable in the name of Provider or Contracted Provider first and Covered Person second. 3.5.4 Churn denials shall be communicated to Provider or Contracted Provider and shall include the specific reason why the claim was denied. If the denial is based upon Medical Necessity or similar grounds, then Payor upon request of Provider or Contracted Provider must also promptly disclose the supporting basis for the decision. 3.5.5 Payor shall be responsible for ensuring that any person acting on behalf of or at the direction of Payor or acting pursuant to Payor standards or requirements complies with these billing and claim payment standards. 3.5.6 The standards in this Section 3.5 do not apply in the following circumstances: to claims about which there is substantial evidence of fraud or misrepresentation by Provider, Contracted Providers or Covered Persons; in instances where Payor or Company has not been granted reasonable access to information under Contracted Providers control; or if the failure to comply is occasioned by any act of God, bankruptcy, act of a governmental authority responding to an act of God or other emergency, or the result of a strike, lockout, or other labor dispute. 3.6. Recovery Rights - Payor. Payor or its delegate shall have the right to immediately offset or recoup any and all amounts owed by Provider or a Contracted Provider to Payor or Company against amounts owed by the Payor or Company to the Provider or Contracted Provider. Provider and Contracted Providers agree that all recoupment and any offset rights under this Agreement will constitute rights of recoupment authorized under State or federal law and that such rights will not be subject to any requirement of prior or other approval from any court or other government authority that may now have or hereafter have jurisdiction over Provider or a Contracted Provider. Notwithstanding the foregoing, except in the case of fraud, a Payor may not request (a) a refund of a payment previously made to satisfy a claim unless Payor 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 sectiones not applicable to subrogation claims. 3.7. Recovery Rights - Provider. Except in the case of fraud, Provider or a Contracted Provider may not request payment from Company or Payor 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, Provider or a Contracted Provider must request from Company or Payor within thirty (30) months after original payment was made any additional balances owed. Additional payment cannot be requested any sooner than six (6) months after request is trade. This section is not applicable to subrogation claims. ARTICLE IV — RECORDS AND INSPECTIONS 4.1. Records. Each Contracted Provider shall maintain medical, financial and administrative records related to items or services provided to Covered Persons, including but not limited to a complete and accurate permanent medical record for each such Covered Person, in such form and detail as are required by applicable Regulatory Requirements and consistent with generally accepted medical standards. Such records shall be maintained for a minimum of five (5) years after final payment is made under this Agreement. However, when an audit, litigation, or other action involving records is initiated prior to the end of said period, records shall be maintained for a minimum of five (5) years following resolution of such action. Medical records must support claims submitted to Company for payment in accordance with accepted standards for claims coding as interpreted and applied by the Payor and regulatory authorities. WA PPA County of Grant dba Grant Integrated 11%02/2017 — 342323 - Public Page 8 of 20 4.2. Access. Provider and each Contracted Provider shall provide access to their respective books and records to each of the following, including any delegate or duly authorized agent thereof, subject to applicable Regulatory Requirements: (i) Company and Payor, during regular business hours and upon prior notice; (ii) appropriate State and federal authorities, to the extent such access is necessary to comply with Regulatory Requirements; and (iii) accreditation organizations. Access to health information and other similar records by Company or Payor shall be limited to records related to Covered Persons. Access to medical records for audit purposes must be limited to only that necessary to perform the audit. Provider and each Contracted Provider shall provide copies of such records at no expense to any of the foregoing that may make such request. Each Contracted Provider also shall obtain any authorization or consent that may be required from a Covered Person in order to release medical records and information to Company or Payor or any of their delegates. Provider and each Contracted Provider shall cooperate in and allow on-site inspections of its, his or her facilities and records by any Company, Payor, their delegates, any authorized government officials, and accreditation organizations. Provider and each Contracted Provider shall compile information necessary for the expeditious completion of such on-site inspection in a timely manner. Contracted Providers may audit or examine Company or Payor's books and records of account related to transactions between Company or Payor and Contracted Provider during non -nal business hours and upon reasonable prior notice. 4.3. Record Transfer. Subject to applicable Regulatory Requirements, each Contracted Provider shall cooperate in the timely transfer of Covered Persons' medical records to any other health care provider, at no charge and when required by Company. ARTICLE V — INSURANCE AND INDEMMFICATION 5.1. Insurance. During the term of this Agreement and for any applicable continuation period as set forth in Section 7.3 of this Agreement, Provider and each Contracted Provider shall maintain policies of general and professional liability insurance and other insurance necessary to insure Provider and such Contracted Provider, respectively; their respective employees; and any other person providing services hereunder on behalf of Provider or such Contracted Provider, as applicable, against any claim(s) of personal injuries or death alleged to have been caused or caused by their perfonnance under this Agreement. Such insurance shall include, but not be limited to, any "tail" or prior acts coverage necessary to avoid any gap in coverage. Insurance shall be through a licensed carrier acceptable to Health Plan, and in a minimum amount of one million dollars ($1,000,000) per occurrence, and three million dollars ($3,000,000) in the aggregate unless a lesser amount is accepted by Health Plan or where State law mandates otherwise. Provider and each Contracted Provider will provide Health Plan with at least fifteen (15) days' prior written notice of cancellation, non -renewal, lapse, or adverse material modification of such coverage. Upon Health Plan's request, Provider and each Contracted Provider will furnish Health Plan with evidence of such insurance. 5.2. Indemnification by Provider and Contracted Provider. Provider and each Contracted Provider shall indemnify and hold harmless (and at Health Plan's request defend) Company and Payor and all of their respective officers, directors, agents and employees from and against any and all third party claims for any Loss, damages, liability, costs, or expenses (including reasonable attorney's fees) judgments or obligations arising from or relating to any negligence, wrongful act or omission, or breach of this Agreement by Provider, a Contracted Provider, or any of their respective officers, directors, agents or employees. 5.3, Indemnification by Health Plan. Health Plan agrees to indemnify and hold harmless (and at Providers request defend) Provider, Contracted Providers, and their officers, directors, agents and employees from and against any and all third party claims for any loss, damages, liability, costs, or expenses (including reasonable attorney's fees), judgments, or obligations arising from or relating to any negligence, wrongful act or omission or breach of this Agreennent by Company or its directors, officers, agents or employee. ARTICLE VI — DISPUTE RESOLUTION 6.1. Infornial Dispute Resolution. Any dispute between Provider and/or a Contracted Provider, as applicable (the "Provider Party"), and Health Plan and/or Company, as applicable (including any Company acting WA PPA County of Grant dba Grant Integrated 1110212017 — 342323 - Public Page 9 of 20 as Payor) (the "Administrator Party"), with respect to or involving the performance under, termination of, or interpretation of this Agreement, or any other claim or cause of action hereunder, whether sounding in tort, contract or under statute (a "Dispute") shall first be addressed by exhausting the applicable policies and procedures pertaining to claims payment, credentialing, utilization management, or other programs. Company or Payor must render a decision on a Provider or Contracted Provider complaint within a reasonable time for the type of dispute. In the case of billing disputes, Company or Payor must render a decision within sixty (60) days of a complaint. If, at the conclusion of these applicable procedures, the matter is not resolved to the satisfaction of the Provider Party and the Administrator Party, or if there are no such policies, then the Provider Party and the Administrator Party agree that they will engage in a period of good faith negotiations between their designated representatives who have authority to settle the Dispute, which negotiations may be initiated by either the Provider Party or the Administrator Party upon written request to the other, provided such request takes place within one year of the date on which the requesting party first had, or reasonably should have had, knowledge of the event(s) giving rise to the Dispute. If the matter has not been resolved within sixty (60) days of such request, either the Provider Party or the Administrator Party may initiate arbitration pursuant to Section 6.2 below by providing a written request to the other party. The other parry may, but is not required to, consent to such binding arbitration process. 6.2. Arbitration. If mutually agreed upon by the Provider Party and the Administrator Party, either of the Provider Party and the Administrator Party wishing to pursue the Dispute as provided in Section 6..1 may submit it to binding arbitration conducted in accordance with the Comanercial Arbitration Rules of the American Arbitration Association ("AAA"). in no event may any arbitration be initiated more than one (1) year following, as applicable, the end of the sixty (60) day negotiation period set forth in Section 6. 1, or the date of notice of termination. Arbitration proceedings shall be conducted by an arbitrator chosen from the National Healthcare Panel at a mutually agreed upon location within the State. The arbitrator shall not award any punitive or exemplary damages of any kind, shall not vary or ignore the provisions of this Agreement, and shall be bound by controlling law. Each of the Provider Party and the Administrator Party shall bear its own costs and attorneys' fees related to the arbitration except that the AAA's Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any proof produced at the direct request of the arbitrator shall be borne equally by the applicable parties, and the arbitrator shall not have the authority to order otherwise. The existence of a Dispute or arbitration proceeding shall not in and of itself constitute cause for termination of this Agreement. Except as hereafter provided, during an arbitration proceeding, each of the Provider Party and the Administrator Party shall continue to perform its obligations under this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this Agreement. Judgment on the award rendered may be entered in any court having jurisdiction thereof: Nothing contained in this Article VI shall limit a Party's right to terminate this Agreement with or without cause in accordance with Section 7.2. Nothing herein shall be construed to require alternative dispute resolution to the exclusion of judicial remedies. ARTICLE "I — T1a R 1+I AND TU, MINA.TION 7,1, Term. This Agreement is effective as of the EffectiveDate, acid will remain in effect for an initial term (".Initial Term") of one (1) years, after which it will automatically renew for successive terms of one (1) year each (each a "Renewal Term"), unless this Agreement is sooner terminated as provided in this Agreement or either Party gives the other Party written notice of non -renewal of this Agreement not less than one hundred eighty (130) days prior to the end of the then -current term. 7.2. Termination. This Agreement, or the participation of Provider or a Contracted Provider as a Participating :Provider in one or more Products, may be tenninated or suspended as set forth below. 7.2.1. U2on Notice. This Agreement may be terminated by either Party giving the other Party at least one hundred eighty (ISO) days' prior written notice of such termination. 7.2.2. With Cause. This Agreement, or the participation of any Contracted Provider as a Participating Provider in one or more Products under this Agreement, may be terminated by either Party giving at least ninety (90) days' prior written notice of termination to the other Party if such other Party (or the applicable WA PPA County of Grant dba Grant Integrated 11,'02!2017 -- 342323 - Public Page 10 of 20 Contracted Provider) is in breach of any /material term or condition of this Agreement and such other Party (or the Contracted Provider) fails to cure the breach within the sixty (60) day period immediately following the giving of written notice of such breach. Any notice given pursuant to this Section 7.2.2 must describe the specific breach. In tide case of a termination of a Contracted Provider, Provider shall immediately notify the affected Contracted Provider of such termination. 7.2.3. Suspension of Participation. Unless expressly prohibited by applicable Regulatory Requirements, Health Plan has the right to immediately suspend or terminate the participation of a Contracted Provider in any or all Products by giving written/ notice thereof to Provider when Health Plan determines that (i) based upon available information, the continued participation of the Contracted Provider appears to constitute an immediate threat or risk to the health, safety or welfare of Covered Persons, or (ii) the Contracted Provider's fraud, malfeasance or non-compliance with Regulatory Requirements is reasonably suspected. Provider shall immediately notify the affected Contracted Provider of such suspension. During such suspension, the Contracted Provider shall, as directed by Health Plan, discontinue the provision of all or a particular Covered Service to Covered Persons. During the term of any suspension, the Contracted Provider shalt notify Covered Persons that his or her status as a Participating Provider has been suspended. Such suspension will continue until the Contracted Provider's participation is reinstated or terminated. 7.2.4. lnsolvencv. This Agreement may be terminated immediately by a Party giving written notice thereof to the other Party if the other Party is insolvent or has bankruptcy proceedings initiated against it. 7.2.5. CredentiaiinQ. The status of a Contracted Provider as a Participating Provider in one or more Products may be terminated immediately by Health Plan giving written notice thereof to Provider if the Contracted Provider fails to adhere to Health Plan's credentialing criteria, including, but not limited to, if the Contracted Provider (i) loses, relinquishes, or has materially affected its license to provide Covered Services in the State, (ii) fails to comply with the insurance requirements set forth in this Agreement; or (iii) is convicted of a criminal offense related to involvement in any state or federal health care program or been terminated, suspended, barred, voluntarily withdrawn as part of a settlement agreement, or otherwise excluded from any state or federal health care program. Provider shall immediately notify the affected Contracted Provider of such termination. 7.3. Effect of Termination. After the effective date of termination of this Agreement or a Contracted Provider's participation in a Product, this .Agreement shall remain in effect for purposes of those obligations and rights arising prior to the effective date of termination. Upon such a termination, each affected Contracted Provider (including.Provider, if applicable) shall (i) continue to provide Covered Services to Covered Persons in the applicable Product(s) during the longer of the ninety (90) day period following the date of such termination or such other period as may be required under any Regulatory Requirements, and, if requested by Company, each affected Contracted Provider (including Provider, if applicable) shall continue to provide, as a Participating Provider, Covered Services to Covered Persons until such Covered Persons are assigned or transferred to another Participating. Provider in the applicable Product(s), and (ii) continue to comply with and abide by all of the applicable terms and conditions of this Agreement, including, but not limited to, Section 3.4 (Hold Harmless) hereof, in connection with the .provision of such Covered Services during such continuation period. During such continuation period, each affected Contracted Provider (including Provider, if applicable) will be compensated in accordance with this Agreement and shall accept such compensation as payment in full. Company shall make a food faith effort to provide written notice of termination within fifteen (15) working days of receipt or issuance of a notice of termination to all Covered Persons who are patients seen on a regular basis by each affected Contracted Provider that is terminated, regardless of the cause for termination. The Contracted Provider will inform any Covered Person that seeks the Contracted Provider's services that this Agreement has been terminated. 7.4. Survival of Obligations.. All provisions hereof that by their nature are to be performed or complied with following the expiration or termination of this Agreement, including without limitation Sections 2.8, 2.10, 3.2, 3.4, 3.5, 3.6, 3.7, 4.2, 4.3, 5.1, 5.2, 5. 3, 7.3, and 7.4 and Article VIII, survive the expiration or tennination of this Agreement. SVA PPA County of Grant dba Grant lnteg,•ated 11/02/2017 — 342323 - Public Page 11 of 20 ARTICLE VIII - MISCELLANEOUS 8.1. Relationship of Parties. The relationship between or among Health Plan, Company, Provider, and any Contracted Provider hereunder is that of independent contractors. None of the provisions of this Agreement will be construed as creating any agency, partnership, joint venture, employee -employer, or other relationship. 8.2. Conflicts Between Certain Documents. If there is any conflict between this Agreement avid any policy or procedure of Company, this Agreement will control. In the event of any conflict between this Agreement and any Product Attachment, the Product Attachment will control as to such Product. 8.3. Assignment. This Agreement is intended to secure the services of and be personal to Provider and may not be assigned, sublet, delegated or transferred by Provider without Health Plan's prior written consent. Health Plan shall have the right, exercisable in its sole discretion, to assign or transfer all or any portion of its rights or to delegate all or any portion of its interests under this Agreement or any Attachment to an Affiliate, successor of Health Plan, or purchaser of the assets or stock of Health Plan, or the line of business or business unit primarily responsible for carrying out.Health Pians obligations under this Agreement. 8.4. Headines. The headings of the sections of this Agreement are inserted merely for the purpose of convenience and do not limit, define, or extend the specific terms of the section so designated. 8,5. Governing Law. The interpretation of this Agreement and the rights and obligations of Health Plan Company, Provider and any Contracted Providers hereunder will be governed by and construed in accordance with applicable federal and State laws. 8.6. Third Party Beneficiary. This Agreement is entered into by the Parties signing it for their benefit, as well as, in the case of Health Plan, the benefit of Company, and in the case of Provider, the benefit of each Contracted Provider. Except as specifically provided in Section 3.4 hereof, no Covered Person or third party, other than Company, will be considered a third party beneficiary of this Agreement. 8.7. Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended only by written agreement of duly authorized representatives of the Parties. 8.7.1. Health Plan may amend this Agreement by giving Provider written notice of the amendment to the extent such amendment is deemed necessary or appropriate by Health Plan to comply with any Regulatory Requirements. Any such amendment will be deemed accepted by Provider upon the giving of such notice. 8.7.2. Health Plan may amend this Agreement by giving Provider written notice (electronic or paper) of the proposed amendment. Unless Provider notifies Health Plan in writing of its objection to such amendment during the thirty (30) day period following the giving of such notice by Health Plan, Provider shall be deemed to have accepted the amendment. If Provider objects to any proposed amendment to either the base agreement or any Attachment, Health Plan may exclude one or more of the Contracted Providers from being Participating Providers in the applicable Product (or any component program of, or Coverage Agreement in connection with, such Product). 8.7.3. Notwithstanding the above, Health Plan will give Provider at least sixty (60) days' prior tivritten notice of any amendment or new Attachment involving changes that affect health care service delivery or compensation, unless changes to federal or State law or regulations make such advance notice impossible, in which case notice shall he provided as soon as possible. In such case, if Provider notifies Flealth Plan in writing of its objection to such amendment within thirty (30) days following the giving of such notice by Health Plan, such amendment or new Attachment shall not go into effect as to Provider; health Plan may on sixty (60) days' notice terminate this Agreement or the participation of Provider and Contracted Providers in the Products affected by the proposed amendment for any component program of such Products). No change to this Agreement will be made retroactive without the express consent of Provider. WA PPA County of Grant dba Grant Integrated 11/02/2017 — 342323 - Public Page 12 of 20 8.8. Entire Agreement. All prior or concurrent agreements, promises, negotiations or representations either oral or written, between Health Plan and Provider relating to a subject matter of this Agreement, which are not expressly set forth in this Agreement, are of no force or effect. 8.9. Severability. The invalidity or unenforceability of any terms or provisions hereof will in no way affect the validity or enforceability of any other terms or provisions. 8.10. Waiver. The waiver by either Party of the violation of any provision or obligation of this Agreement will not constitute the waiver of any subsequent violation of the same or other provision or obligation. 8.11. Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given hereunder is deemed to have been given when such written notice has been personally delivered or deposited in the United States mail, postage paid, or delivered by a service that provides written receipt of delivery, addressed as follows: To Health Plan at. To Provider at: Attn: President Attn: &Xx +'% Coordinated Care Corporation County of Grant dba Grant integrated Services 1145 Broadway, Suite 300 840 E Plum St Tacoma, WA 98402 Moses Lake, WA 98037 or to such other address as such Party may designate in writing. Notwithstanding the previous sentence, Health Plan may provide notices by electronic mail, through its provider newsletter or on its provider website. 8.12. force Nlajeure. Neither Party shall be liable or deemed to be in default for any delay or failure to perform any act under this Agreement resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, tares, explosions, earthquake, flood, strikes or other work stoppages by either Partys employees, or any other similar cause beyond the reasonable control of such Party. 8.13. Proprietary Information. Each Party is prohibited from, and shall prohibit its Affiliates and Contracted Providers from, disclosing to a third party the substance of this Agreement, or any information of a confidential nature acquired from the other Party (or Affiliate or Contracted Provider thereof) during the course of this Agreement, except to agents of such Party as necessary for such Party's performance tinder this Agreement, or as required by a Pavor Contract or applicable Regulatory Requirements. Provider acknowledges and agrees that all information relating to Company's programs, policies, protocols and procedures is proprietary information and Provider shall not disclose such information to any person or entity without Health Plan's express written consent. 8.14. Authority. The individuals whose signatures are set forth below represent and warrant that they are duly empowered to execute this Agreement. Provider represents and warrants that it has all legal authority to contract on behalf of and to bind all Contracted Providers to the terms of the Agreement with Health Plan. [Signature Pagze Below] WA PPA County of Grant dba Grant Inte_rated i 1/02/2017 — 342323 - Public Page 13 of 20 IN WITNESS WHERE F, the Parties hereto have executed this Agreement, including all Product Attachments noted on Schedule B, effective as of the date set forth beneath their respective signatures. HEALTH PLAN: Coordinated Care Corporation Authorized Signature: Print Name: Title: Signature Bate: Coordinated Care of Washington, Inc. Authorized Signature: Print Name: Title: Signature Date: To be completed by Health Plan only: Effective Date: PROVIDER: County of Grant dba Grant Integrated Services (Legibly Print Name of P er) Authorized Signature. Print Name: RiJruivtjevgns Title k..l Signature Date: Tax Identification Number: 91-6001319 State Medicaid Number: 1981109 L%'r\ PPA County of Grant dba Grant Integrated 11/0212017 —' 42323 Public Page 14 of 20 PARTICIPATING PROVIDER AGREEMENT SCHEDULE A CONTRACTED PROVIDEI"PECIFIC PROVISIONS Provider and Contracted Providers shall comply with the applicable provisions of this Schedule A. Applicable sections are indicated by a checked box where appropriate.. U I Hospitals. If Provider or a Contracted Provider is a hospital ("Hospital"), the following provisions apply. l 24 Hour Coverage. Each Hospital shall be available to provide Covered Services to Covered Persons twenty-four (24) hours per day, seven (7) days per week. 1.2 Emergency Care. Each Hospital shall provide Emergency Care (as hereafter defined) in accordance with Regulatory Requirements. The Contracted Provider shall notify Company's medical management department of any emergency room admissions by electronic file sent within twenty -four (24) hours or by the next business day of such admission. "Emergency Care'' (or derivative thereof) has, as to each particular Product, the meaning set forth in the applicable Coverage Agreement or Product Attachment. If there is no definition in such documents, "Emergency Care" means inpatient and/or outpatient Covered Services furnished by a qualified provider that are needed to evaluate or stabilize an Emergency Medical Condition. "Emergency Medical Condition" means a medical condition manifesting itself by acute symptoms of sufficient severity (including severe pain) that a prudent layperson, who possesses an average knowledge of health and medicine, could reasonably expect the absence of immediate medical attention to result in the following: (i) placing the health of the individual (or, with respect to a pregnant woman, the health of the woman or her unborn child) in serious jeopardy; (ii) serious impairment to bodily functions; or (iii) serious dysfunction of any bodily organ or part. 1.3 Staff Privileges. Each Hospital shall assist in granting staff privileges or other appropriate access to Company's Participating Providers who are qualified medical or osteopathic physicians, provided they meet the reasonable standards of practice and credentialing standards established by the Hospital's medical staff and bylaws, rules, and regulations. 1.4 Discharge Planning. Each Hospital agrees to cooperate with Company'ssystem for the coordinated discharge planning of Covered Persons, including the planning of any necessary continuing care. 1.5 Credentialing Criteria. Each Hospital shall (a) currently, and for the duration of this Agreement, remain accredited by the Joint Commission or American Osteopathic Association, as applicable; and (b) ensure that all employees of Hospital perform their duties in accordance with all applicable local, State and federal licensing requirements and standards of professional ethics and practice. Fx�W 2 Practitioners. If Provider or Contracted Provider is a physician or other health care practitioner (including physician extenders) ("Practitioner"), the following provisions apply, 2.1 Contracted Professional Qualifications. At all times during the term of this Agreement, Practitioner shall, as applicable, maintain medical staff membership and admitting privileges with at least one hospital that is a Participating Provider ("Participating Hospital-) with respect to each Product in which the Practitioner participates. Upon Company's request, Practitioner shall furnish evidence of the foregoing to Company. If Practitioner does not Have such admitting privileges, Provider or the Practitioner shall provide Company with a written statement from another Participating Provider who has such admitting privileges, in good standing, certifying that such individual agrees to assume responsibility for providing inpatient Covered Services to Covered Persons who are patients of the applicable Practitioner. SVA PPA County of Grant dba Grant Integrated 11/02/2017 - 342323 Public Page 15 of 20 2.2 Acceptance of New Patients. To the extent that Practitioner is accepting new patients, such Practitioner must also accept new patients who are Covered Persons with respect to the Products in which such Practitioner participates. Practitioner shall notify Company in writing forty-five (45) days prior to such .Practitioner's decision to no longer accept Covered Persons with respect to a particular Product. In no event will an established patient of anyractitioner be considered a new patient. 23 Preferred Drug List/Drug Formulary. If applicable to the Covered Person's coverage, .Practitioners shall use commercially reasonable efforts, when medically appropriate under the circumstances, to comply with formulary or preferred drug list when prescribing medications for Covered Persons. , t 3 Ancillary Providers. If Provider or Contracted Provider is an ancillary provider (including but not limited to a chemical dependency services provider, residential treatment facility/BH agency, home health agency, durable medical equipment provider, sleep center, pharmacy, ambulatory surgery center, nursing facility, laboratory or urgent care center)(' :Ancillary Provider") the following provisions apply. 3_I Acceptance of New Patients. To the extent that Ancillary Provider is accepting new patients, such Ancillary Provider must also accept new patients who are Covered Persons with respect to the Products in which such Ancillary Provider participates. Ancillary Provider shall notify Company in writing forty- five (45) days prior to such Ancillary Provider's decision to no longer accept Covered Persons with respect to a particular Product.. In no event will an established patient of any Ancillary Provider be considered a new patient. 4 EQHC. if Provider or a Contracted Provider is a federally qualified health center ("FQHC"), the following provision applies. 4.1 FQHC Insurance. To the extent FQHC's employees are deemed to be federal employees qualified for protection under the Federal Tort Claims Act ("FTCA") and Health Plan has been provided with documentation of such status issued by the U.S. Department of Health and Human Services (such status to be referred to as "FICA Coverage"), Section 5.1 of this Agreement will not apply to those Contracted Providers with FTCA Coverage. FQHC shall provide evidence of such FICA Coverage to Health Plan at any time upon request. FQHC shall promptly notify Health Plan if, any time during the term of this Agreement, any Contracted Provider is no longer eligible for, or if FQHC becomes aware of any fact. or circumstance that would jeopardize, FTCA Coverage. Section 5.1 of this Agreement will apply to a Contracted Provider immediately upon such Contracted Provider's loss of FTCA Coverage for any reason. SVA :PPA County of Grant dba Grant Integrated 11/02/2017 — 342323 - Public Page 16 of 20 PARTICIPATING PROVIDER AGREEMENT SCHEDULE B PRODucr PARTICIPATION Provider and Contracted Providers will be subject to and bound by the Attachments' marked below, and designated as a "Participating Provider' in the Products narked below as of the date of successful completion of credentialing in accordance with this Agreement. List of Product Attachments: A: Medicaid Exhibit A- I Medicaid Product Attachment Exhibit A-2 Medicaid Hosp. Comp. Sched. Exhibit A-3 Medicaid Pract. Comp. Sched. Exhibit A-4 Medicaid Vision Comp. Sched. Exhibit A-5 Medicaid SNF Comp. Sched. Exhibit A-6 Medicaid Ancillary Comp. Sched. Exhibit A-7 Medicaid Critical Access Hosp. Comp. Sched. Exhibit A-8 Medicaid Ancillary — DME Comp. Sched. Exhibit A-9 Medicaid LTC and Rehab. Comp. Sched. Exhibit A-10 Medicaid Ancillary—Dialysis Comp. Sched. Exhibit A -i I Medicaid Ancillary— ASG Comp. Sched. Exhibit A-12 Medicaid Ancillary BH Comp. Sched. [Reserved for future Exhibits] Medicare Product Attachment Plan Exhibit B-3.2 Exhibit B-2.1 MAiNt k -PD Hospital Comp. Sched. Exhibit B-2:2 MA/MA-PD Practitioner Comp. Sched. Exhibit B-2.3 MAMA -PD Vision Comp. Sched. Exhibit B-2.4 MA/MA-PD Critical Access Hosp. Comp. Sched. Exhibit B-2.5 MAMA -PD Facility - LTC, Rehab., SNF Camp. Sched. Exhibit B-2.6 MA/M.A-PD Ancillary - Amb., HH, Hospice, Lala. DSNP Ancillary - ASC Comp. Sclied. Comp. Sched. Exhibit B-2.7 MAMA -PD Ancillary - ASC Comp, Schen!. Exhibit B-2.8 M.AlMA-PD Ancillary - Dialysis Comp. Sched. Exhibit B-2.9 MAMA -PD Ancillary - DME Comp. Sched. [Reserved for future Exliibits] Exhibit B-3.1 DSNP Hospital Comp. Sched, Exhibit B-3.2 DSNP Practitioner Comp. Sched. Exhibit B-3.3 DSNP Vision Comp. Sched. Exhibit B-3.4 DSNP Critical Access Hosp. Comp. Sched. Exhibit B-3.5 DSNP Facility - LTC, Rehab., SNF Comp. Sched. Exhibit B-3.6 DSNP Ancillary - Amb., HH, Hospice, Lab. Comp. Sched. Exhibit B-3.7 DSNP Ancillary - ASC Comp. Sclied. Exhibit B-3.8 DSNP Ancillary - Dialysis Comp. Sched. Exhibit B-3.9 DSNP Ancillary - DME Comp. Sched. WA PPA County of Grant dba Grant Integrated 11/02/2017 — 342323 - Public Page 17 of 20 [Reserved for future Exhibits] C: Conimercial-Exchange Exhibit C-0 CE Product Attachment Exhibit C-1 CE Hosp. Comp. Sched. Exhibit C-2 CE Pract. Conip. Sched. Exhibit C-3 CE Vision Comp. Sched. Exhibit C-4 CE SNF Comp. Sched. Exhibit C-5 CE Ancillary Comp. Sched. Exhibit C -6A CE Critical Access Hosp. Conip. Sched. A Exhibit C-613 CE Critical Access Hosp. Comp. Sched. B Exhibit C-7 CE Ancillary- DALE Comp. Sched. Exhibit C-8 CE LTC and Rehab. Comp. Sched. Exhibit C-9 CE Ancillary — Dialysis Comp. Sched. Exhibit C-10 CE Ancillary— ASC Comp. Sched, Exhibit C-'11 CE Ancillary BH Comp. Sched. [Reserved for future Exhibits] Attachment D: Indian Healthcare Provider Addendum Attachment E: Delegated Credentialing Agreement Exhibit E-1 Delegated Credentialing Agreement (CCC) Exhibit E-2 Delegated Credentialing Agreement (CCW) F: Medicaid — Foster Care Program Exhibit'F-1 AHFC Medicaid Product Attachment Exhibit F-12 AHFC Medicaid Hospital. Comp. Sched. Exhibit F-3 AHFC Medicaid Practitioner Comp. Sched. Exhibit F4 AHFC Medicaid Vision Comp. Sched. Exhibit F-5 AHFC Medicaid SNF Camp. Sched. Exhibit F-6 ARK Medicaid Ancillary Comp, Sched. Exhibit F-7 AHFC Medicaid Critical Access Hosp. Comp. Sched. Exhibit F-8 AHFC Medicaid Ancillary - DME Comp. Sched. Exhibit F-9 AHFC Medicaid LTC and Rehab. Comp. Sched. Exhibit F-10 AHFC Medicaid Ancillary - Dialysis Comp. Sched. Exhibit F-1.1 AHFC Medicaid Ancillary - ASC Comp. Sched. Exhibit F-12 AHFC Medicaid Ancillary BH Comp. Sched. [Reserved for future Exhibits] I [Reserved for future Exhibits] Health Plan to which Product Attachments Apply: Each Attachment and related Exhibits checked above shall be a Product of Coordinated Care Corporation ("CCC") from the Effective Date of this Agreement. On at least sixty (60) days' advance written notice (written or electronic), CCC and Coordinated Care of Washington, Inc. (-CCW-) tiiayjoiiitiv notify Provider that an Attachment (and related Exhibits if any) shall no longer be a Product of CCC and shall be a Product of CCW on the date specified in the notice. As of such date, the designated Attachment(s) (and related Exhibits if any) shall Z WA PPA County of Grant dba Grant Integrated 11/02/2017 — 342' )231 - Public Page IS of 20 terminate with respect to CCC as the flealth Plan and commence with respect to CCW as the Health Plan for such Product. WA PPA Countv of Grant dba Grant Integrated 11/02/2017 — 342323 - Public Page 19 of 20 PARTICIPATING PROVIDER AGREEMENT SCHEDULE C CONTRACTED PROVIDERS LP,NTI'rY/GROUP/CLI,N]C/FAC[LrFY NAME TAX ID# NPI # Grant Mental Healthcare 91-6001319 1689677833 Grant County Prevention and Recovery Center 91-6001319 1982792537 NOTE: This Schedule is intended to capture all groups, clinics and facilities associated with the Agreement at the time of contract signature; entities maybe added or removed from time to time, in accordance with the Agreement. If the Agreement is for an individual practitioner, no roster is required; however, please enter the individual practitioner's information in the table, above. WA PPA County of Grant dba Grant Integrated 1 1/02/20 17 — 342323 - Public Page 20 of 20 ATTACIIYIENT A: Medicaid EYI-IIBIT A -I APPLE III ALTH PARTICIPATING PROVIDER AGREEMENTATTACHMENT This Apple Health Participating Provider Agreement Attachment (the "Attachment") is incorporated into the Participating Provider Agreement (the "Agreement") entered into by and between Provider and Health Plan (as such entities are defined in the Agreement). ARTICLE I RECITALS I. l Health Plan or an affiliate of Health Plan ("Company") has contracted with. the Washington Health Care Authority (' IICA") to arrange for the provision of medical services to Covered Persons under the Medicaid managed care program mown as Apple Flealth, and formerly known as Healthy Options (tile "Apple Health Program"). 1.2 This Attachment is untended to supplement the Agreement by setting; forth the parties' rights and responsibilities related to the provision of Covered Services to Covered Persons as it pertains to the Apple Health Program. In the event of a conflict between the terms and conditions of the Agreement and the teens and conditions of this Attachment, this Attachment shall govern as totheApple Health Program. 1, Provider agrees and unders tands that Covered Services shall be provided in accordance with the contract between HCA and Company, including any exhibits, attachments, documents, or materials incorporated by reference ("State Contract"), Payor requirements, any applicable State handbooks or policy and procedure guides, and all applicable State and federal laws and regulations. To the extent Provider is unclear about Provider's duties and obligations, Provider shall request clarification from Company. ARTICLE 11 DEFINITIONS Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the .Agreement or the State Contract. The definitions listed below will supersede any meanings contained elsewhere in the Agreement with regard to this Attachment. 2.1 Covered Person shall. have the meaning set forth in the Agreement. 2.2 11CA means the State of Washington Health Care Authority and its employees and authorized agents. 2.3 Aledically ryecessary means health care services that: (a) are reasonably calculated to prevent, diagnose, correct, cure, alleviate or prevent worsening of conditions in the Covered Person that endanger life, or cause suffering or pain, or result in an illness or infirmity, or threaten to cause or aggravate a handicap, or cause physical deformity or malfunction; and (b) are not more costly than any other equally effective or more conservative course of treatment available or suitable for the Covered Person requesting the service. Such services shall include services related to the Covered Person's ability to achieve age-appropriate growth and development. 2A Physteian'.v Orders for Life Sustaining Treatment ("POLST") means a set of +guidelines and protocols for how emergency medical personnel shall respond when summoned to the site of an injury or illness for the treatment of a person who has signed a written directive or durable power of attorney requesting that he or she not receive futile emergency medical treatment, in accordance with RCW 43.70.480. WA PPA County of Grant dba Grant Integrated _1 1102/2017 — 342323 - Public Pace I of It 2.5 Primaty Care Provider or.PCP means a Participating Provider who has the responsibility for supervising, coordinating, and providing primary health care to Covered Persons, initiating referrals for specialist care, and maintaining the continuity of Covered Person care. PCPs include, but are not limited to pediatricians, family practitioners, general practitioners, internists, naturopathic physicians, medical residents (under the supervision of a teaching physician), physician assistants (under the supervision of a physician), or advanced registered nurse practitioners (nurse practitioners), as designated by Company. The definition of PCP is inclusive of primary care physician as it is used in 42 C.F.R. § 438. All Federal requirements applicable to primary care physicians will also be applicable to PCPs as the term is used in this Attachment. 2.6 State means the state of Washington. ARTICLE III PROVIDER CONTRACT REQUIREMENTS 3.1 Provider shall have a signed Core Provider Agreement with HCA within one hundred twenty (120) calendar days of contracting with Company. Provider may enroll with HCA as a "non -billing" provider if Provider does not wish to serve fee -far -service Medicaid clients, but Provider must have an active NPI number with .1 -ICA. 3.2 Provider shall comply with all applicable federal, State and local laws and regulations, and all amendments thereto. Provider understands and agrees that this Attachment and/or the Agreement shall be amended as necessary to comply with any applicable State or federal law or regulation, or any applicable provision of the State Contract. 3.3 Provider shall comply with all applicable State and federal laws and regulations regarding the collection, use and disclosure of (a) Personal Information, as defined in Governor.Locke's Executive Order 00-03, and (b) Protected Health information ("PIiI"), as defined in 45 C.F.R. § 160. t03. Personal Information or PHI collected, used, or acquired in connection with the Agreement shall be used solely for the purposes of the Agreement. Provider shall not release, divulge, publish, transfer, sell, or otherwise make known to unauthorized third parties Personal Information or PHI without the advance express written consent of the individual who is the subject matter of the Personal Information or PHI or as otherwise required in the Agreement or as permitted or required by State or federal law or regulation. Provider shall implement appropriate physical, electronic, and managerial safeguards to prevent unauthorized access to Personal Information and PHI. Provider shall fully cooperate with FICA's efforts to implement all requirements under HIPAA. 3.4 Provider represents and warrants that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency from participating in transactions. Provider shall immediately notify Company in writing if, during the term of the Agrcement, (a) Provider becomes debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded, or (b) Provider or any of Provider's employees are subject to disciplinary action against accreditation, certification, .license andlor registration. 3.5 Provider represents and warrants that it does not employ or contract, directly or indirectly, with: A. Any individual or entity excluded from Medicaid or other federal health care program participation under Sections 1128 (42 U.S.G. § 1320a-7) or t 128A (42 U.S.C. § 1320a) of the Social Security Act for the provision of health care, utilization review, medical social work; or administrative services or who could be excluded under Section 1128(b)(8) of the Social Security Act as being controlled by a sanctioned individual; B. Any individual or entity discharged or suspended from doing business with the HCA; or WA PPA County of Grant dba Grant Integrated i UO2/2017 — 342323 - Public Page 2 of 11 C. Any entity that has a contractual relationship (direct or indirect) with an individual convicted of certain crimes as described in Section 1128(b)(8) of the Social Security Act. 3.6 Provider shall cooperate with audits performed by duly authorized representatives of the State of Washington, the federal Department of Health and Human Services ("DHIiS" ), auditors from the federal Government Accountability Office, federal Office of the Inspector General and federal Office of Management and Budget. Upon reasonable notice, Provider shall provide access to its facilities and the records pertinent to the Agreement to duly authorized representatives of HCA and/or DHHS so they may monitor and evaluate Provider's compliance with the Agreement and Company's compliance with the State Contract, including, but not limited to, the quality, cost, use, health and safety and timeliness of services, and assessment of Company's capacity to bear the potential financial losses. Provider shall provide immediate access to facilities and records pertinent to the Agreement for Medicaid fraud investigators pursuant to 42 C.F.R. § 438.6(g)• 3.7 Provider shall maintain financial, medical and other records pertinent to the Agreement. All financial records shall follow generally accepted accounting principles. Other records shall be maintained as necessary to clearly reflect all actions taken by Provider related to the Agreement. All records and reports relating to the Agreement shall be retained by Provider for a minimum of six (6) years after final payment is made under die Agreement. However, when an audit, litigation, or other action involving records is initiated prior to the end of said period, records shall be maintained for a minimum of six (6) years following resolution of such action. 3.8 Provider shall provide interpreter services, free of charge, for all interactions with Covered Persons or potential Covered Persons, including but not limited to. (a) customer service, (b) all appointments with any provider for any Covered Service, (c) emergency services, and (d) all steps necessary to file grievances and appeals. 3.9 All information to be provided to Covered Persons, e.g. marketing materials, must be accurate, not misleading, comprehensible to its intended audience, designed to provide the greatest degree of understanding, and written at a sixth grade reading level, in addition to any other requirements imposed by Company based on the nature of the materials. Such materials must generally be approved by Company prior to use, and must comply with the State Contract. 3.10 The services and benefits available under the Apple Health Program are secondary to any other medical coverage, as provided by the State Contract. Provider shall not refuse or reduce services provided under the Agreement solely due to the existence of similar benefits under any other health care contract, except in accord with applicable coordination of benefitsrulesin WAC 284-51. Provider shall provide prenatal care and preventive pediatric care and then seek reimbursement from third parties. 3.11 Provider may not subcontract any services under the Apple Health Program without the prior written consent of Company. Any subcontract entered into by Provider must be in writing consistent with 42 C.F.R. § 434.6, and shall contain a requirement for the subcontractor to comply with all applicable provisions of this Attachment. 3.12 Provider shall make reasonable accommodation for Covered Persons with disabilities, in accord with the Americans with Disabilities Act, for all Covered Services and shall assure physical and communication barriers shall not inhibit Covered Persons with disabilities from obtaining Covered Services. 3.13 If Provider is a hospital, ambulatory care surgery center, or office -based surgery site, Provider shall endorse and adopt procedures for verifying the correct patient, the correct procedure and the correct surgical site that meet or exceed those set forth in the Universal ProtocolTs' development by the Joint Commission. WA PPA County of Grant dba Grant Integrated 11/02/2017 — 342323 - Public Page 3 of 11 3.1 4 If Provider is a hospital, Provider may, upon HCA notice to Health Plan thereof, be subject to payment reductions corresponding to an HCA -assigned percentage reduction for future inpatient admissions based on the Navigant statistical readmission algorithm. 3.15 If Provider is a hospital, Provider shall not: A. Fail to disclose or bill for Provider's own readmissions; B. Bundle Provider's own separate hospital encounters/admissions into fewer encountedadmission claims than actually occurred; C. Withdraw one or more of Provider's own hospital encounter/admission claims and then resubmit them bundled into fewer encounterladmissions than actually occurred; D. Induce or collaborate with another hospital provider not to disclose, not to bill for or to withdraw the other hospital's encounter/admissions/claims because they could be a potentially preventable readmission for the hospital; uor E. Engage in any activity, ceding changes or practices that are intended to, or have the effect of, masking or hiding from Company or HCA the existence of a potentially preventable readmission. 3,16 Provider shall comply with applicable physical and behavioral health practice I,ruidelines adopted by Company. 3.17 Provider shall offer access comparable to that offered to commercial enrollees or if Provider serves only Medicaid enrollees, theta comparable to that offered to Medicaid fee-for-service enrollees. 3,18 Provider's hours of operation for Covered Persons shall be no less than the hours of operation offered to any other of Provider's patients. 3.19 Unless otherwise directed by Company, Provider shall use and follow the most recent updated versions of: A. Current Procedtiral'reriminology ("CPT"); B. .International Classification of Diseases ("ICD"); C. Healthcare Compton Procedure Coding System ("IICPCS"); D. CIMS Relative Value Units (`'RVUs"); E. CMS billing instructions and rules; F. NCPDP Telecommunication Standard D.O.; and G. Medi-SpanO Master Drug Data, 3,20 Provider shall meet the following appointment wait time standards with respect to Covered Persons: A. Transitional healthcare services by a home care nurse or hoarse care registered counselor shall be available within seven (7) calendar days of discharge from inpatient or institutional cure for physical or behavioral health disorders or discharge from a substance use disorder treatment program, if ordered by the Covered Person's PCP or as part of the discharge plan; WA PPA County of Grant dba Grant Integrated 11/02/2017 — 342323 - Public Page 4 of 11 B. Preventive care office visits shall be available from the Covered Person's PCP within thirty (30) calendar days; C. Routine care office visits shall be available from the Covered Person's PCP within ten 00) calendar days; D. Urgent, symptomatic office visits shall be available from the Covered Person's PCP within twenty- four (24) hours; and E. Emergency medical care shall be available twenty-four (24) hours per day, seven (7) days .per week. Company shall monitor Provider's compliance with this Section, In the event Provider fails to comply with the applicable appointment wait time standards set forth in this Section, Provider shall comply with Company's procedures For corrective action, 3.21 To the extent applicable, Provider shall make the following services available twenty-four (24) hours per clay, seven (7) days per week: A. Medical advice for Covered Persons from licensed health care professionals; and B. Triage conceming the emergent, urgent or routine nature of medical conditions by licensed health care professionals. 3.22 Provider shall maintain a health information system that complies with the requirements of 42 C.F.R. 438.242 and provides the information necessary to meet Company's obligations under the State Contract. The health information system must: A, Collect, analyze, integrate, and report data. The system must provide infonnation on areas that include but are not limited to utilization, grievance and appeals, and terminations of enrollment for other than loss of Medicaid eligibility; and B. Ensure data provided to Company is accurate and complete by: i. Verifying; the accuracy and timeliness of reported data; ii. Screening the data for completeness, logic, and consistency; and iii. Collecting; service information on standardized formats to the extent feasible and appropriate. 3.23 Provider acknowledges and agrees to release to Company any nforntation necessary to pertonn any of Company's obligations under the State Contract. 3.24 Provider shall submit complete, accurate and timely encounter data to Company in accordance with current encounter submission guidelines published by FICA or as otherwise specified by Company. Provider represents and warrants that it has the capacity to submit all data required by HCA to enable Company to meet the reporting requirements in the Encounter Data Reporting Guide published by HCA. 3,25 Provider shall comply with the applicable state and federal statutes, rules and regulations as set forth in the State Contract, including but not limited to the applicable requirements of 42 U.S.C. §§ 1396a(a)(43) (early and periodic screening, diagnostic, and treatment services ("EPSDT")), 1396d(r) (definition of EPSDT), 42 C.F.R. § 43.4.6(i) (advance directives). WA PPA County of Grant dba Grant Integrated 11102/2017 — 342323 - Public Paze5ofll 3.2E Provider shallcomplywith any term or condition of the State Contract that is applicable to the services to be perforated under the Agreement, including but not limited to the Performance Improvement Project requirements of the State Contract and the prohibition on direct and/or indirect door-to-door, telephonic, or other cold -call marketing. 3.27 Provider acknowledges that Company wiI l comply with Washington laws regarding nonpayment for provider preventable conditions as described in the State Contract, and with the provider payment provisions of the State Contract, including but not limited to primary care physician adjustments described in the State Contract. 3.28 Provider shall comply with Company's policies and procedures, including, but not limited to, credentialing and recredentialing, utilization management, fraud and abuse, authorization of services, quality improvement activities and provider payment suspensions. Provider shall comply with the Program Integrity requirements of tate State Contract, as well as Company's program integrity policies and procedures. To the extent that Provider is delegated authority for authorization of services, Provider shall comply with all Utilization Management requirements described in the State Contract. 3.29 Provider referrals may be limited to Participating Providers except in the following circumstances: A. Emergency services; B. Outside the Service Areas as necessary to provide Medically Necessary services;; and C. When a Covered Person has other primary comparable medical coverage, as necessary to coordinate benefits. 3.30 Providers that are deemed to be "high categorical risk," including prospective (newly enrolling) home health agencies and prospective (newly enrolling) DMEPOS suppliers or such other categories of providers as defined under 42 C.F.R. § 424.518, shall be enrolled in and screened by Medicare, in addition to complying with Company's policies and procedures regarding credentialing and recredentialing. Such providers shall revalidate Medicare enrollment every three (s} years in compliance with 42 C.F.R. 455.101. 3.31 Provider acknowledges and agrees that no assignment of the Agreement shall take effect without the prior written agreement of) ICA. 3.32 Provider shall maintain a quality improvement system tailored to the nature'and type of Covered Services provided hereunder, which affords quality control for such services, including but not limited to the accessibility ofMedically Necessary services, and which provides for a free exchange of information with Company to assist Company in complying with the requirements of the State Contract. Providers that are PCPs or specialty care providers shall comply with all duality improvement activities of the Company. 3.33 Activities that are delegated shall be agreed upon in writing,with such writing to include: assigned responsibilities, delegated activities, a mechanism for evaluation and corrective action potic es and procedures. As applicable to services rendered under the Agreement, Provider shall have a means to keep records necessary to adequately document services provided to Covered Persons for any and all delegated activities including quality improvement, utilization management, member rights and responsibilities, and credentialing and recredentialing, 3.34 Provider agrees to accept payment from Company as payment in full and shall not request payment from 1 -ICA or any Covered Person for Covered Services provided under the Agreement. Provider shall report to Company any instance in which a Covered Person is charged for services. Provider shall repay to a Covered Person any inappropriate charges paid by such Covered Person, or shall reimburse Company to the extent Company repays such inappropriate charges to the Covered Person. WA PPA County of Grant dba Grant integrated 11/0212017 — 342323 - Public Page 6 of 11 3.35 Provider agrees to hold harinless HCA. and its employees, and all Covered Persons in the event of non- payment by Company. Provider further agrees to indemnify and hold harmless .IICA and its employees against (a) all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and expenses which may in any manner accrue against HCA or its employees through the intentional misconduct, negligence, or omission of Provider, its agents, officers, employees or contractors, and (b) any damages related to Provider's unauthorized use or release of Personal Information or PHI of Covered Persons 3.36 Either party to this Attachment may terminate this Attachment upon ninety (90) days advance written notice to the other party. Notwithstanding the foregoing, in the event that (a) Provider is excluded from participation in the Medicaid program, Company may immediately terminate the Agreement or this Attachment upon written notice to Provider, and may immediately recover any payments for goods or services that benefit excluded individuals or entities; or (b) HCA or Medicare has taken any action to revoke Provider's privileges for cause, and Provider has exhausted all applicable appeal rights or the timeline for appeal has expired. "For cause" tray include but is not limited to reasons related to fraud, integrity or quality. 3.37 Provider acknowledges and agrees that Company shall conduct ongoing monitoring and periodic fonnal review that is consistent with applicable industry standards and the regulations of the Washington State Office of the Insurance Commissioner, if any. Such formal review shall be completed no less than once every three years or more often if specified, and will identify any deficiencies or areas of improvement and provide for corrective action of any such deficiencies. Such review shall include an evaluation of services furnished by Provider to individuals with special health care needs. Inadequate performance under the Agreement will be subject to the revocation of delegation or imposition of sanctions'in accordance with the dispute resolution process detailed in Article VI of the Agreement. 3.35 Provider acknowledges that Covered Persons have a right to self -refer for family planning services and sexually -transmitted disease screening and treatment services provided at family planning agencies, as well as for immunizations, sexually -transmitted disease screening and follow-up, immunodeficiency virus (I IV) screening, tuberculosis screening and follow-up, and family planning services through the local health department. 3.39 In the event that the Agreement delegates administrative functions to Provider, the parties agree that they shall enter into a delegated administrative services agreement that contains all provisions required pursuant to the State Contract, including but not limited to the following: A. If Provider is at financial risk, Provider shall maintain Health Plan's solvency requirements throughout the term of the Agreement; B. Health Plan shall have the authority to revoke delegation of administrative functions and/or impose sanctions upon Provider in the event that either HCA or Health Plan determine that Provider's performance of the delegated administrative functions has been inadequate (42 CTR 438.230(b)(2)); and C. Prior to delegation, Health Plan shall evaluate Provider's ability to successfully perform and meet the requirements of the State Contract for any delegated administrative functions. 3.40 Provider shall keep information about Covered Persons, including their medical records, confidential in a manner consistent with State and federal laws and regulations. Provider shall ensure that all health information relating to Covered Persons is shared with other providers in a manner that facilitates the coordination of care while protecting Covered Person privacy and confidentiality. 3.41 Provider shall comply with any applicable federal and state laws that pertain to Covered Persons' rights and shall protect and promote those rights when furnishing services to Covered Persons. Provider steal{ WA PPA County of Grant dba Grant Integrated 11/02/2017 — 342323 - Public Page 7 of 11 guarantee each Covered Person the rights set forth below. Each Covered Person must be free to exercise these rights and exercise of these rights must not adversely affect the way the Company or Provider treats the Covered Person. These rights include A. To be treated with respect and with consideration for Covered Person's dignity and privacy; B. To receive information on available treatment options and alternatives, presented in a manner appropriate to the Covered Person's ability to understand; C. To participate in decisions regarding Covered Person's health care, including the right to refuse~ treatment; Q. To be five from any form of restraint or sectusion used as a means of coercion, discipline, convenience, or retaliation; and E. To request and receive a copy of their medical records, and to request that they be amended or corrected in accordance with applicable law. 3.42 Provider shall participate in and cooperate with Company's efforts to promote the delivery of services in a culturally competent manner to all Covered Persons, including those with limited English proficiency and diverse cultural and: ethnic backgrounds. 3.43 Provider shall (a) obtain informed consent prior to treatment from all Covered Persons, or from persons authorized to consent on behalf of Covered Persons as described in RCW 7.70.065, (b) comply with the provisions of the Natural Death Act (RCW 70.122) and state and federal law and rules concerning advance directives and POLST (WAC 182-501-0125 and 42 C.F.R. § 438.6(i)), and (c) when appropriate, inform Covered Persons of their right to make anatomical bills pursuant to RCW 63.50.540. 3.44 Provider shall ensure that whether a Covered Person has executed an advance directive or POLST shrill be indicated in a prominent part of such Covered Person's medical records. and Provider shall not provision care or otherwise discriminate against a Covered Person based on whether the Covered Person has executed an advance directive or POLST. 3.45 Provider shall have and maintain insurance appropriate to the service to be performed under the Agreement. Provider shall make copies of certificates of insurance available to HCA upon request. 3.46 If Provider is a PCP, Provider shall reasonably cooperate with the applicable care coordinator to conduct an Initial Health Assessment ("MA") of Covered Persons within sixty (60) calendar days of the identification of special needs or initial health screen that indicates the need for care coordination. Provider as PCP shall help assure that arrangements are made for follow-up services that reflect the findings in the IHA, such as consultations with mental health andlor substance use disorder providers. The WA shall be maintained in the Covered Person's medical records and available during subsequent preventive health visits. 3.47 If Provider is a provider of Health Home services, Provider shall be subject to applicable provisions of the State Contract, including but not limited to cooperating with the Care Coordinator to meet specified time limits for Health Action Plan development and implementation. 3.48 If Provider is a home health agency, Provider represents and warrants that it is in compliance with the surety bond requirements of federal law (Section 4708(d) of the Balanced Budget Act of 1997 and 42 C.F.R. § 441..16). 3.49 If Provider is at financial risk, as defined in the Substantial Financial Risk or Risk provisions in the State Contract, Provider shall be subject to solvency requirements that provide assurance of Provider's ability to meet its obligations. Such requirements shall be regularly monitored and enforced. WA PPA County of Grant dba Grant Integrated 11;02/2017 — 342323 - Public Page 8 of 11 3.50if Provider makes payment to any physician under a .Physician Incentive Plan, such plan shall meet all applicable requirements under the State Contract, including but not limited to disclosure requirements and stop -loss protection. 3.51 Provider shall reasonably cooperate with Company care coordination staff regarding transitional care services and care coordination as required by the State Contract. 3.52 To the extent applicably, Provider acknowledges and agrees to comply with the coordination of benefits provision in the State Contract. 3.53 Upon the request of Company or HCA, Provider shall furnish to HCA, within thirty-five (35) calendar days of a request, the following information: A. The ownership of any subcontractor with whom the Provider has had business transactions totaling more than twenty-five thousand dollars ($25,000.00) during the previous twelve (12) month period; and B. Any significant business transaction between Provider and any wholly owned supplier or any subcontractor during the previous five (5) year period. Provider shal l provide any further information needed or reasonably` requested by Company for the purpose of satisfying Company's HCA reporting requirements under the State Contract, or for the purpose of verifying or screening for exclusion from federal or state health care programs, or for conviction of various criminal or civil offences, among the individuals or entities who have an ownership or control interest in, or who are a managing employee of, Provider. 3.54 All hospital delivery maternity care provided under the Agreement shall be in accord with RCW 48.43.115. .All sterilizations and hysterectomies provided under the Agreement shall be in compliance with 42 C.F.R. § 441 Subpart F, and Provider shall use the HCA Sterilization Consent Form (HCA 13-364) or its equivalent in connection therewith. 3.55 Company will provide the following information regarding Company's grievance system to Provider: A. The toll-free numbers to file oral grievances and appeals; B. The availability of assistance in filing a grievance or appeal; C. The Covered Person's right to request continuation of benefits during an appeal or hearing and, if the Company's action is upheld, that the Covered Person may be responsible to pay for the continued benefits; D. The Covered Person's right to file grievances and appeals and their requirements and timeframes for filing; E. The Covered Person's right to a hearing after the Company has made an adverse detennination on a Covered Person's appeal, how to obtain a hearing and representation rules at a hearing; and F. Provider may file a grievance or request an adjudicative proceeding on behalf of Covered Person in accordance with the State Contract. Such system shall be sufficient to meet the minimum requirements of the State Contract. WA PPA County of Grant dba Grant Integrated 11/02/2017 — 342323 - Public Pad(ye 9 of 11 3.55 Nothing herein shall be construed to delegate legal responsibility to HCA for any work performed under the Agreement, nor for oversight of any functions and/or responsibilities delegated to Provider. 3.57 If Provider is operating in Oregon or Idaho, Provider must provide timely access to necessary care, including .inpatient and outpatient services, and must coordinate with other providers to explore opportunities for reciprocal arrangements that allow border residents to access care that is appropriate, available, and cost-effective. 3.53 Unless Provider is an individual practitioner or a group of practitioners, Provider must disclose the following items to Health Plan upon contract execution [42 C.F.R. 455.104(c)(1)(ii)], upon request during the re -validation of enrollment process under 42 CER. 455.414 [42 C.F.R. 455.104(e)(1)(iii)], and within thirty-five (35) business days after any change in ownership of Provider. 42 C.F.R. 455.104(c)(1)(iv). A. List the name and address of any person (individual or corporation) with an ownership or control interest in Provider. 42 C.F.R. 455.104(b)(1)(i) B. If Provider is a corporate entity, the disclosure must include primary business address,'every business location, and P.O. Box address. 42 CRR. 455.104(b)(1)(i). C. If Provider has corporate ownership, the tax identification number of the corporate owner(s). 42 C.F.R. 455.104(b)(1)(iii)• D. if Provider is an individual, the date of birth and Social Security Number. 42 C.F.R. 455.104(b)(1)(ii). E, If Provider has a five percent (5°l0) ownership interest in any of its subcontractors, the tax identification number of the subcontractor(s). 42 C.F.R. 455.104(b)(1)(iii). F. Whether any person with an ownership or control interest in Provider is related by marriage or blood as a spouse, parent, child, or sibling to any other person with an ownership or control interest in Provider. 42 C.F.R. 455.104(b)(2). G. If Provider has a five percent (5%) ownership interest in any of its subcontractors, whether any person with an ownership or control interest in such subcontractor is related by marriage or blood as a spouse, parent, child, or sibling to any other person with an ownership or control interest in Provider. 42 G.F.R. 455.104(b)(2). H. Whether any person with an ownership or control interest in Provider also has an ownership or control interest in any other Medicaid provider, in the state's fiscal went or in any managed care entity. 42 C.F.R. 455.104(b)(4), ` 3.59 Unless Provider is an individual practitioner or a group of practitioners, Provider must investigate and disclose to Health Plan, at contract execution or renewal, and upon request by Health Plan of the identity of any person who has been convicted of a criminal offense related to that person's iinvolvement in any program under Medicare, Medicaid, or the title XX services program since the inception of those programs and who is [42 C.F.R. 455.106(a)]; A. A person who has an ownership or control interest in Provider. 42 C.F.R. 455.106(a)(1). B. An agent or person who has been delegated the authority to obligate or act on behalf of Provider. 42 C.F.R. 455.101; 42 C.F.R. 455.106(a)(1). WA PPA County of Grant dba Grant Integrated 11/02/2017 — 342323 - Public Page 10 of 11 C. An agent, managing employee, general manager, business manager, administrator, director, or other individual who exercises operational or managerial control over, or who directly or indirectly conducts the day -today operation of, Provider. 42 C.F.R. 455.101; 42 C.F.R. 455.106(a)(2), 3.60 If Provider is a state or community physical or behavioral health hospital or long-term care facility, to facilitate care transitions for Covered Persons, Provider shall develop and utilize a standardized discharge screening tool encompassing a risk assessment for re -institutionalization or treatinent.recidivism to include each of the elements required by the State Contract. 3.61 If Provider is a school-based health centers or family planning clinic, in order to promote delivery of FPSD'T services to adolescents accessing Provider's services: A. Provider shall follow EPS.DT requirements; B. Provider and Heath Plan shall coordinate identified needs for specialty care, such as referrals for vision or mental health evaluation and treatment services with the adolescent's PCP; C. hlealth Plan shall not deny payment for EPSDT services delivered by more than one provider (PCP, school-based provider or family planning clinic) within a calendar year; D. The parties shall ensure the policies and procedures for accessing Provider's services are compliant with applicable federal and state statutes; and E. The parties shall coordinate to assure activities performed by Health Plan are not duplicated. WA PPA County of Grant dba Grant Intetrated 11/0212017 — 342323 - Public Page 11 of 11 Attachment A, Medicaid EXHIBIT A-3 A ':PLE .HEALTH CONIP)E:NSA'TION SCHEDULE PRACTITIONER SERVICES County of Grant dba Grant Integrated Services This compensation schedule ("Compensation Schedule") sets forth the maximum reimbursement amounts for Covered Services rendered to Covered Persons enrolled in a Medicaid Product. Payment under this Compensation Schedule shall consist of the Allowed Amount as set forth herein less all applicable Cost -Sharing Amounts. All capitalized terms used in this Compensation Schedule shall have the meanings set forth in the Agreement, the applicable Product Attachment, or the Definitions section set forth at the end of this Compensation Schedule. General. 1,,1 Payment In Full. Provider shall, and shall require its Contracted Providers, if applicable to such Contracted Providers, to accept the applicable amounts set out in this Compensation Schedule as payment in full for Covered Services rendered to Covered Persons. 1.2 Assigned Covered Persons, Covered Persons shall be assigned to Provider or Contracted Providers solely by Health Plan and may be reassigned by Health Plan to other Participating Providers at any time. For purposes of this Compensation Schedule, Assigned Covered Persons will include all Covered Persons in Grant County Washington. 1.3 Termination. This Compensation Schedule may be terminated by health Plan with a one hundred eight day prior written notice during the term of this Medicaid Product Attachment. 2. Capitation Payment. 2.1 Capitation Rate. The maxima n compensation for Capitated Services rendered to an Assigned Covered Person shall be the "Allowed Amount." Except as otherwise provided in this Compensation Schedule, the Allowed Amount for all Capitated Services rendered to an Assigned Covered Persons by one or more Contracted Providers during the term of this Compensation Schedule shall be a Capitation Payment of Fifteen dollars and eighty cents ($15.$0) per Assigned Covered Person per month (PMPtit). For each Covered Person that is a Wise Assigned Covered Person, compensation will be a Capitated Payment of Two Thousand Eight Hundred Seventy Three dollars and fifty six cents ($2,873.56) PMPM 2.2 Payment. The Capitation Payments for each calendar month during the tenet of this Compensation Schedule shall be made to Provider on or about the fifteenth (15th) day of such month. 2.3 Adjustments. Adjustments to Provider's Capitation Payments shall be made as follows. 2.3.1 Enrollment Errors. If Payor determines that there were enrollment errors in any preceding month(s), Payor shall adjust accordingly a subsequent month's Capitation Payments by the amount of overpayment or underpayment due to such errors to accurately reflect the Covered Persons assigned to a Contracted Provider for such preceding month(s). 2.3.4 Capitated Services Provided by a. Non -Contracted Providers, Health Plan may periodically review the Covered Services rendered to .Assigned Covered Persons. If Health Plan determines (i) that any Covered Services were rendered to an Assigned Covered Person by a Participating Provider who is not a Grant Integrated Services Contracted Provider, and (ii) that such Covered Services would have constituted Capitated Services i f such Covered Services would have been performed by a Grant Integrated Services Contracted Provider, WA PPA County of Grant dba Grant Integrated i r,0120t7-3 2323 - NP Parc loft Health Plan may reduce any subsequent month's Capitation Payment by the amount paid by Health Plan to the Provider for such Covered Services. Notwithstanding anything to the contrary contained herein, in no event will aggregate amount of the reductions to the Capitation Payments under this Section during a calendar year (or other measurement period designated by Health Plan) exceed an amount equal to twenty-five percent (25%) of the potential payments (as defined ;in 42 C.F.R. §417.479(0) for such calendar year (or other measurement period designated by Plan). 2.4 Contracted Provider Payments. 2.4.1 Payments to Contracted Providers. A Contracted Provider shall look solely to Provider for payment of Covered Services rendered to a Covered Person, Provider represents and warrants that-. (i) Provider pays a Contracted Provider on a salaried or sub -capitation basis; and (ii) payments to -a Contracted Provider for Covered Services rendered to a Covered Person are not on a fee-for-service or per claim/visit/service basis. Payor reserves the right to withhold any Capitation Payments upon reasonable determination that Provider is not paying a Contracted Provider for the Covered Services as required hereunder. 2.4.2 Physician Incentive Plan Compliance. Provider agrees that, in order to ensure Health Plan's compliance with the federal physician incentive plan regulations at 42 C.F.R. §417.479, the amount of any reductions to the Capitation Payments under Section 2.3.4 apportioned by Provider to any Contracted Provider in any calendar year (or other measurement period designated by Health Plan) will not exceed a total of twenty-five percent (25%) of the potential payments (as defined in 42 C.P.R. §417.479(0) during such time period. In the event Provider's failure to comply with this provision results in any investigations or enforcement actions a¢ainst Health Plan, or in the assessment of any fines, penalties or other amounts against Health Plan, Provider shall indemnif} and hold Health Plan harmless against the costs (including reasonable attorneys' fees) of defending against any such action or investigation and the amounts of any such assessments. At Health Plan's request, Provider shall provide Health Plan with copies of Provider's compensation arrangements with the Contracted Providers in order to allow Health Plan to verify Provider's compliance with this Section 2.5.2. 2.4.3 Federal Program Compliance. Provider agrees that, in connection with any Medicare and Medicaid products, Provider shall and shall prohibit the Contracted Providers and other persons under contract with Provider from claiming payment in any form directly or indirectly from a federal health care program (as that term is defined in Section 1128B(o of the Social Security Act, 42 U.S.C. §1320a-7b(o) for items or services covered under this Exhibit or the Agreement. Provider and each Contracted Provider acknowledge and agree (i) that it, he or she has not given or received remuneration in return for or to induce the provision or acceptance of business (other than business covered by this Exhibit or the Agreement) for which payment may be made in whole or in part by a federal health care program on a fee -far -service or cost basis; and (ii) that it, he or she will not shill the financial burden of this Exhibit or the Agreement to the extent that increased payments are claimed from a federal health care program. 2.5 Term. This Compensation Schedule will be effective January 1, 2018 and continue through June 30, 2018 unless the Parties agree to continue it for another one hundred eighty (180) day period. 2.6 It is the intention of both Parties to implement the concepts and tenants of Integrated Managed Care in the North Central Region as quickly as practical; however, the terns described herein may be extended by mutual written agreement of the Parties. 2.7 Health Plan — Provider Monthly Meetings. Health Plan will support and assist Provider to prepare for Integrated Managed Care in the North Central Region, via the implementation of monthly meetings that address the following: a. Health Plan and Provider will review utilization and quality reports. b. Health Plan and Provider will discuss open episode of care report created by Provider for all Assigned Covered Persons. For the purpose of this section, an open episode of care is defined as a report that identifies any WA PFA County of Grant dba Grant Integrated 111012017 - 342323 - NP Page 2 of 4 Assigned Covered Person who has received a Covered Services in the last thirty (30) days at any of the Provider or Contracted Provider locations excluding utilization of crisis services. Health Plan will develop a template for this report within thirty (30) days of the Effective Date of this Agreement. 2.8 Clinical Care Model Discussions. health Plan and Provider will discuss clinical care model discussions. For example, the Provider will provide a report with the discharge disposition of each Assigned Covered Person that who has been discharged (as a closed episode of care) in the previous thirty days by the first (Ist) day of each month. The discharge reports are to address the following: The reports will include i) the Assigned Covered Person (s) disposition(s); and, :i) identify the Participating Provider responsible for the ongoing treatment of the Assigned Covered Person. Additional Provisions: 1. Encounter Data Submission. Provider and Contracted Providers shall submit encounter data to Payor or its delegate in a timely fashion, which must contain statistical and descriptive medical and patient data and identifying information, if and as required in the Provider Manual. Payor or its delegate reserves the right to deny payment to the Provider and/or Contracted Providers if the Provider and/or Contracted Provider fails to submit encounter data in accordance with the Provider Manual and/or Policies. 2. Code Change Updates. Payor utilizes nationally recognized coding structures (including, without limitation, revenue codes, CPT codes, HCPCS codes, ICD codes, national drug codes, ASA relative values, etc., or their successors) for basic coding and descriptions of the services rendered. Updates to billing -related codes shall become effective on the date ("Code Change Effective Date") that is the later of: (i) the first day of the month following sixty (60) days after publication by the governmental agency having authority over the applicable Product of such governmental agency's acceptance of such code updates (ii) the effective date of such code updates as determined by such governmental agency or (iii) if a date is not established by such governmental agency or the applicable Product is not regulated by such governmental agency, the date that changes are made to nationally recognized codes. Such updates may include changes to service groupings. Claims processed prior to the Code Change Effective Date shall not be reprocessed to reflect any such code updates. 3. .Pee Schedule Compensation. The fee schedule payment methodology set forth at Exhibit 3 to Attachment B-3 shall be used for the following .purposes: (i) to calculate Covered Persons' Cost -Sharing Amounts and (ii) to process claims submitted by Provider for Covered Services provided to Non -Assigned Covered Persons 4. Payment under this Compensation Schedule. All payments under this Compensation Schedule are subject to the terms and conditions set forth in the Agreement, the Provider Manual and any applicable manual. Definitions: 1. Allowed Amount means the amount designated in this Compensation Schedule as the maximum amount payable to a Group Provider for any particular Covered Service provided to any particular Covered Person, pursuant to this Agreement or its Attachments. 2. Assigned Covered Person means a Covered Person assigned to Provider by Health Plan. 3, Capitated Services means (i) Covered Services provided by any Contracted Provider who is a behavioral health professional, including physicians, allied health professionals and other providers of behavioral health care services. 4. Capitation Payment means the PMPM monthly fee for each Assigned Covered Person. 5. Cost -Sharing Amounts means any amounts payable by a Covered Person, such as copayments, cost- sharing, coinsurance, deductibles or other amounts that are the Covered Person's fnancial responsibility under the applicable Coverage Agreement, if applicable. SVA PPA County of Grant dba Grant Integrated t t;021201 7 342323 - NP Page 3 of 4 6. Deemed Assignment Date means the first clay of the first month following an Assigned Covered Person's first date of assignment to Provider. 7. Non -Assigned Covered Person means a Covered Person who is not an Assigned Covered Person. 8. PIMPM means `Per Member Per Month," in which the Number of "Members" for a particular month is the total number of Assigned Covered Persons on the first day of such month. WA PPA County of Grant dba Grant Integrated i U0212017 —342323 NP Pale 4 of 4 Attachment At Medicaid EXHIBIT A-12 APPLE 11ENLTH COMPENSATION SCHEDULE CHEMICAL DEPF.NDF:NCY/RESIDENTIAL TRExrMENT[BERAVIGRAL HEALTH (Certified residential treatment providers, Licensed Community Mental Health Agencies, Certified Chemical Dependency Agencies, Certified medication assisted treatment (e.g., buprenorphine), Certified opiate substitution providers (Methadone Treatment programs), DOH -licensed and D131iR-certified free-standing inpatient, hospitals or psychiatric inpatient facilities, DOH -licensed and DBHR certified detox facilities (for acute and sub -acute), DOH licensed and DBHR certified residential treatment facility to provide crisis stabilization services) COUNTY OF GRANT DBA GRANT INTEGRATED SERVICES This compensation schedule ("Compensation Schedule") sets forth the maximum reimbursement amounts for Covered Services rendered to Covered Persons enrolled in a Medicaid Product. Payment under this Compensation Schedule shall consist of the Allowed Amount as set forth herein less all applicable Cost -Sharing Amounts. All capitalized terms used in this Compensation Schedule shall have the meanings set forth in the Agreement, the applicable Product Attachment, or the Definitions section set forth at the end of this Compensation Schedule. I. General. 1.1 Payment In Full, Provider shall, and shall require its Contracted Providers, if applicable to such Contracted Providers, to accept the applicable amounts set out in this Compensation Schedule as payment in full for Covered Services rendered to Covered Persons. 1.2 Assigned Covered Persons. Covered Persons shall be assigned to Provider or Contracted Providers solely by Health Plan and may be reassigned by Health Plan to other Participating Providers at any time. For purposes of this Compensation Schedule, Assigned Covered Persons will include all Covered Persons in Grant County Washington. 1.3 Termination. This Compensation Schedule may be terminated by Health. PIan with a one hundred eight day prior written notice during the term of this Medicaid Product Attachment. 2. Capitation Payment. 2.1 Capitation Rate. The maximum compensation for Capitated Services rendered to an Assigned Covered Person shall be the "Allowed Amount." :Except as otherwise provided in this Compensation Schedule, the Allowed Amount for all Capitated Services rendered to an assigned Covered Persons by one or more Contracted Providers during the term of this Compensation Schedule shall be a Capitation Payment of Fifteen dollars and eighty cents ($15.80) per Assigned Covered Person per month (PMPM). For each Covered Person that is a Wise Assigned Covered Person, compensation will be a Capitated Payment of Two Thousand Eight Hundred Seventy Three dollars and fifty six cents ($2,873.56) PMPM.2;2 Payment. The Capitation Payments for each calendar month during the term of this Compensation Schedule shall be made to Provider on or about the fifteenth (15th) day of such month. 2.3 Adjustments. Adjustments to Provider's Capitation Payments shall be made as follows. 2.3.1 Enrollment Errors. If Payor determines that there were enrollment errors in any preceding month(s), Payor shall adjust accordingly a subsequent month's Capitation Payments by the amount of overpayment or underpayment due to such errors to accurately reflect the Covered Persons assigned to a Contracted Provider for such preceding month(s). WA PPA County of Grant dba Grant Integrated 11/02/2017 — 3423123 - NP Page I of 2 2.3.4 Capitated Services Provided by a Non -Contracted Providers. Health Plan may periodically review the Covered Services rendered to Assigned Covered Persons. If Health Plan determines (i) that any Covered Services were rendered to an Assignted Covered Person by a Participating Provider who is not a Grant Integrated Services Contracted Provider, and (ii) that such Covered Services would have constituted Capitated Services if such Covered Services would have been performed by a Grant_ Integrated Services Contracted Provider, Health Plan may reduce any subsequent month's Capitation Payment by the amount paid by Health flan to the Provider for such Covered Services. Notwithstanding anything to the contrary contained herein, in no event will aggregate amount of the reductions to the Capitation Payments under this Section during a calendar year (or other measurement period designated by Health Plan) exceed an amount equal to twenty -rive percent (25%) of the potential payments (as defined in 42 C.F.R. §417.479(f)) for such calendar year (or other measurement period designated by Plan). 2;4 Contracted Provider Payments. 2.4.1 Payments to Contracted Providers. A Contracted Provider shall look solely to Provider for payment of Covered Services rendered to a Covered Person. Provider represents and warrants that: (i) Provider pays a Contracted Provider on a salaried or sub -capitation basis; and (ii) payments to a Contracted Provider for Covered Services rendered to a Covered Person are not on a fee-for-service or per claim/visit/service basis. Payor reserves the right to withhold any Capitation Payments upon reasonable determination that Provider is not paying a Contracted Provider for the Covered Services as required. hereunder. 2.1.2 Physician Incentive Plan Compliance. Provider agrees that, in order to ensure Health Plan's compliance with the federal physician incentive plan regulations at 42 C.F.R. §§417.479, the amount of any reductions to the Capitation Payments under Section 2.3.4 apportioned by Provider to any Contracted Provider in any calendar year (or other measurement period designated by Health Plan) will not exceed a total of twenty-five percent (25%) of the potential payments (as defined in 42 C.F.R. §417.479(f)) during such time period. In the event Provider's failure to comply with this provision results in any investigations or enforcement actions against Health Pian, or in the assessment of any fines, penalties or other amounts against Health Plan, Provider shall indemnify and hold Health Plan harmless against the costs (including reasonable attorneys' fees) of defending against any such action or investigation and the amounts of any such assessments. At Health Plan's request. Provider shall provide Health Plan with copies of Provider's compensation arrangements with the Contracted Providers in order to allow Health Plan to verify Provider's compliance with this Section 2.5.2. 2.4.3 Federal Program Compliance. Provider agrees that, in connection with any Medicare and Medicaid products, Provider shall and shall prohibit the Contracted Providers and other persons under contract -Mth Provider from claiming payment in any form directly or indirectly from a federal health care program (as that term is defined in Section 1128B(0 of the Social Security Act, 42 U.S.C. §1320a-7b(f)) for items or services covered under this Exhibit or the Agreement. Provider and each Contracted Provider acknowledge and agree (i) that it, he or she has not given or received remuneration in return for or to induce the provision or acceptance of business (other than businesscoveredby this Exhibit or the Agreement) for which payment may be made in whole or in part by a federal health care program on. a fee-for-service or cost basis; and (ii) that it, he or she will not shift the financial burden of this Exhibit or the Agreement to the extent that increased payments are claimed from a federal health care program. 2.5 Term. This Compensation Schedule will be effective January 1, 2018 and continue through June 30, 2013 unless the Parties agree to continue it for another one hundred eighty(180) day period. 2.6 It is the intention of both Parties to implement the concepts and tenants of Integrated Managed Care in the North Central Region as quickly as practical; however, the terms described herein may be extended by mutual written agreement of the Parties. 2.7 Health Plan — Provider Monthly Meetings. Health Plan will support and assist Provider to prepare for Integrated Managed Care in the North Central Region, via the implementation of monthly meetings that address the following: WA PPA County of Grant dba Grant Integrated 11/02/2017 - 342323 -NP Page 1 of 2 Health Plan and Provider will review utilization and quality reports. b. Health Plan and Provider will discuss open episode of care report created by Provider for all Assigned Covered Persons. For the purpose of this section, an open episode of care is defined as a report that identifies any Assigned Covered Person who has received a Covered Services in the last thirty (30) days at any of the Provider or Contracted Provider locations excluding utilization of crisis services. Health Plan will develop a template for this report tivithin thirty (30) days of the Effective Date of this Agreement. 2.8 Clinical Care Model Discussions. Health Plan and Provider will discuss clinical care model discussions. For example, the Provider will provide a report with the discharge disposition of each Assigned Covered Person that who has been discharged (as a closed episode of care) in the previous thirty days by the first (Ist) day of each month. The discharge reports are to address the following: The reports will include: i) the Assigned Covered Person (s) disposition(s); and, ii) identify the Participating Provider responsible for the ongoing treatment of the Assigned Covered Person. Additional Provisions: 1. Encounter Data Submission, Provider and Contracted Providers shall submit encounter data to Payor or its delegate in a timely fashion, which must contain statistical and descriptive medical and patient data and identifying inforniation, if and as required in the Provider Manual. Payor or its delegate reserves the right to deny payment to the Provider and/or Contracted Providers if the Provider and/or Contracted Provider fails to submit encounter data in accordance with the Provider Manual and/or Policies. 2. Code Change Updates. Payor utilizes nationally recognized coding structures (including, without limitation, revenue codes, CPT codes, HCPCS codes, ICD codes, national drug codes, ASA relative values, etc., or their successors) for basic coding and descriptions of the services rendered. Updates to billing -related codes shall become effective on the date ("Code Change Effective Date") that is the later of: (i) the first day of the month following sixty (60) days after publication by the governmental agency having authority over the applicable Product of such governmental agency's acceptance of such code updates (ii) the effective date of such code updates as determined by such governmental agency or (iii) if a date is not established by such governmental agency or the applicable Product is not regulated by such governmental agency, the date that changes are made to nationally recognized codes. Such updates may include changes to service groupings. Claims processed prior to the Code Change Effective Date shall not be reprocessed to reflect any such code updates. 3. Fee Schedule Compensation. The fee schedule payment methodology set forth at Exhibit 3 to Attachment B-3 shall be used for the following purposes: (i) to calculate Covered Persons' Cast -Sharing Amounts and (ii) to process claims submitted by Provider for Covered Services provided to bion -Assig=ned Covered Persons 4. Payment under this Compensation Schedule. All payments under this Compensation Schedule are subject to the terms and conditions set forth in the Agreement, the Provider Manual and any applicable manual. Definitions: 1. Allowed Amount means the amount designated in this Compensation Schedule as the maximum amount payable to a Group Provider for any particular Covered Service provided to any particular Covered Person, pursuant to this Agreement or its Attachments. 2. Assigned Covered Person means a Covered Person assigned to Provider by Health Plan. 3. Capitated Services means (i) Covered Services provided by any Contracted Provider who is a behavioral health professional, including physicians, allied health professionals and other providers of behavioral health care services. WA PPA County of Grant dba Grant Integrated 11/0212017 — 342323 - NP Page] of 2 4. Capitation Payment means the PMPM monthly fee for each Assigned Covered Person. S. Cost -Sharing Amounts means any amounts payable by a Covered Person, such as copayments, cost- sharing, coinsurance, deductibles or other amounts that are the Covered Person's financial responsibility under the applicable Coverage Agreement, if applicable. h. Deemed Assignment Date means the first day of the first month following an Assigned Covered Person's first date of assignment to Provider. 7. Non -Assigned Covered Person means a Covered Person who is not an Assigned Covered Person. 8. PMPM means "Per Member Per Month," in which the number of "Members" for a particular month is the total number of Assigned Covered Persons on the first day of such month, WA PPA County of Grant dba Grant Integrated 11/02/2017 — 342323 - NP Page I of 2 Attachment C: Commercial-Exchanue EXHIBIT C-0 AM:BETTER PARTICIPATING PROVII?ER AGREEMENT ATTACHMENT This COMMERCIAL -EXCHANGE PRODucr - PARTICIPATING PROVIDER AGREEMENT A'T'TACHMENT - (this "Product Attachment") is incorporated into the Participating Provider Agreement (the "Agreentent") entered into by and between I Iealth Plan and Provider (as such entities are defined in the Agreement). RECITALS WHEREAS, Health Plan and Provider entered into the Agreement, as the same may have been amended and supplemented from time to time, pursuant to which Provider and its Contracted Providers or other Downstream Entities participate in certain Products offered by or available from or through a Company; and WHEREAS, pursuant to the provisions of the Agreement, this Product Attachment is identified on Schedule B of the Agreement and, as such, the Contracted Providers identified herein will be designated and participate as Participating Providers in the Product described in this Product Attachment, and will be considered to be and will be governed under this Product Attachment as Downstream Entities, as defined in this Product Attachment; and WHEREAS, the Agreement is modified or supplemented as hereafter provided. NOW THEREFORE, in consideration of the recitals, the mutual promises herein stated, the parties hereby agree to the provisions set forth below. TERMS 1. Defined Terms. For purposes of the Commercial -Exchange Product, the following terms have the meanings set forth below. All capitalized terms not specifically defined in this Product Attachment will have the meanings given to such terms in the Agreement. 1.1 "Canlrtercial-F-vchange.Producf% also referred to as "Amhetter'', refers to those programs and health benefit arrangements offered by a Company that provide incentives to Covered Persons to utilize the services of certain contracted providers. The Commercial -Exchange Product includes those Coverage Agreements entered into, issued or agreed to by a Payor under which a Company furnishes administrative services or other services in support of a health care program far an individual or group of individuals, which may include access to one or more of the Company's provider networks or vendor arrangements, and which may be provided in connection with a state or governmental -sponsored, employer-sponsored or other private health insurance exchange, except those excluded by Health Plan. The Commercial -Exchange Product does not apply to any Coverage Agreements that are specifically covered by another Product Attachment to the Agreement. 1.2 "Delegated Entity" means any party, including an agent or broker, that enters into an agreement with Health Plan to provide administrative services or health care services to qualified individuals, qualified employers or qualified employees and their dependents (as such teens are defined in 45 C.F.R.. § 156.20). 1.3 "Downstream E'ntiV' means any party, including an agent or broker, that enters into an agreement with a Delegated Entity or with another Downstream Entity for purposes of providing administrative or health care services related to the agreement between the Delegated Entity and health Plan. The term "Downstream Entity" is intended to reach the entity that directly provides administrative services or health care services to qualified individuals, qualified employers, or qualified employees and their dependents (as such terms are defined in 45 C.F.R. § 156.20). SVA PPA County of Grant dba Grant Integrated 11!0212017 — 342323 - Public Page 1 of 1.4 "Emergency"' or "Emergency Fare" has the meaning, set forth in the Covered Person's Coverage Agreement. 1.5 "Esrrergency Medical Condition" has the meaning set forth in the Covered Person's Coverage Agreement. 1.6 "State" means the State of Washington, or such other state to the extent that a Coverage Agreement or Covered Person is subject to such other state's law. 2 Commercial -Exchange Product. This Product Attachment constitutes the "Commercial -Exchange Product (Arnbetter) Attachment" and is incorporated into the Agreement. It supplements the Agreement by setting forth specific teens and conditions that apply to the Commercial -Exchange Product with respect to which a Participating Provider has agreed to participate, and with which a .Participating Provider must comply in order to maintain such participation, This Product Attachment applies with respect to the provision of health care services, supplies or accommodations (including Covered Services) to Covered Persons enrolled in or covered by a Commercial -Exchange Product. 3. Participation. Except as otherwise provided in this Product Attachment or the Agreement, all - Contracted Providers under the Agreement will participate as Participating Providers in this Commercial -Exchange Product, and mill provide to Covered Persons enrolled in or covered by a Commercial -Exchange Product, upon the same terms and conditions contained in the Agreement, as supplemented or modified by this Product Attachment, those Covered Services that are provided by Contracted Providers pursuant to the Agreement. In providing such services, Provider shall, and shall cause Contracted Providers, to comply with and abide by the provisions of this Product Attachment and the Agreement (including the Company's policies and procedures). 4. Attachments. This Product Attachment includes the Compensation Schedules for the Commercial - Exchange Product, as indicated on Schedule B of the Ag reement, each of which are incorporated herein by reference. 5. Construction. This Product Attachment supplements and forms a part of the Agreement. Except as otherwise provided herein or in the ten -ns of the Agreement, the terms and conditions of the Agreement will remain unchanged and in full force and effect as a result of this Product Attachment. In the event of a conflict between the provisions of the Agreement and the provisions of this Product Attachment, this Product Attachment will govern with respect to health care services, supplies or accommodations (including Covered Services) rendered to Covered Persons enrolled in or covered by a Commercial -Exchange Product. To the extent Provider or any Contracted Provider is unclear about its, his or her respective duties and obligations, Provider or the applicable Contracted Provider shall request clarification from the Company. 6. Tenn. This Product Attachment will become effective as of the Effective Date, and will be coterminous with the Agreement unless a Party terminates the participation of the Contracted Provider in this Commercial -Exchange Product in accordance with the applicable provisions of the Agreement or this .Product Attachment. 7. Federal Requirements. The following requirements apply to Delegated and Downstream Entities under this Product Attachment, which includes but is .not limited to Provider and all Contracted. Providers. 7.1 Provider's delegated activities and reporting responsibilities, if any, are specified in the Agreement or applicable attachment to the Agreement (e.g., Delegated Credentialing Agreement, Delegated Services Agreement, Statement or Work, or other scope of services attachment) attached to this Agreement. If such attachment is not executed, no administrative functions shall be deemed as delegated. WA PPA County of Grant dba Grant Integrated 11x''02/2017 — 342323 - Public Page 2 of 3 7.2 CMS, Health Plan and Payor reserve the right to revoke the delegation activities and reporting requirements or to specify other remedies in instances where CMS, Health Plan or the Payor determine that Provider or any Downstream Entity has not performed satisfactorily. 7.3 Provider and all Downstream Entities must comply with all applicable laws and regulations relating to the standards specified tinder 45 CFR § 156.340(a); 7.4 Provider and all Downstream Entities must permit access by the Secretary and OIG or their designers in connection with their right to evaluate through audit, inspection or other means. to the Provider's or Downstream Entities' books, contracts, computers, or any other electronic systems including medical records and documentation, relating to Health Plan's obligations in accordance with federal standards under 45 CFR §156.340(a) until ten (10) years from the termination date of this Product Attachment. 8. Other Terms and Conditions. Except as modified or supplemented by this Product Attachment, the compensation hereunder for the provision of Covered Services by Contracted Providers to Covered Persons enrolled in or covered by the Commercial -Exchange Product is subject to all of the other provisions in the Agreement (including the Company's policies and procedures) that affect or relate to compensation for Covered Services provided to Covered Persons. WA PPA County of Grant dba Grant Integrated 11x02%2017 — 342323 - Public Page 3 of 3 Attachment C. Commercial -Exchange EXHIBIT C-2 AMBETTER COMPENSATION SCHEDULE PRACTITIONER SERVICES County of Grant dba Grant Integrated Services This Compensation Schedule sets forth the maximum reimbursement amounts for the provision of Covered Services to Covered Persons in a Commercial -Exchange Product offered through Health Plan and referred to as Ambetter. For Covered Services rendered to a Covered Person and billed under a Contracted Provider's tax identification number ("TIN") that has been designated by the Payor as subject to this Compensation Schedule, Payor shall pay or arrange for payment of a Clean Claim for Covered Services rendered by the Contracted Provider according to the terms of the Agreement and this Compensation Schedule. Payment under this Compensation Schedule is subject to the requirements set forth in the Agreement, which include reducing the Allowed Amount by the applicable Cost -Sharing Amounts. For Practitioner Covered Services provided to Covered Persons, Contracted Provider's maximum compensation shall be the Allowed Amount. Except as otherwise provided in this Compensation Schedule, the Allowed Amount is the lesser of: (i) the Contracted Provider's Allowable Charges; or (ii) ninety percent (90%) of the Payor's Medicare Fee Schedule. Multiple Procedure Pricing Rules. Multiple procedures performed during the same day will be reimbursed at one hundred percent (100%) for the primary procedure, fifty percent (50%) for the second procedure, and fifty percent (50%) for the third procedure, subsequent procedures shall not be eligible for reimbursement. Additional Provisions 1. Code Change Updates. Payor utilizes nationally recog=nized coding structures (including, without limitation, revenue codes, CPT codes, HCPCS codes, ICD codes, national drug codes, ASA relative values, etc., or their successors) for basic coding and descriptions of the services rendered. Updates to billing -related codes shall become effective on the date (`Code Change Effective Date") that is the later of. (i) the first day of the month following sixty (60) days after publication by the governmental agency having authority over the applicable product of such governmental agency's acceptance of such code updates, (ii) the effective date of such code updates, as determined by such governmental agency or (iii) if a date is not established by such governmental agency or the product is not regulated by such governmental agency, the date that changes are made to nationally recognized codes. Such updates may include changes to service groupings. Claims processed prior to the Code Change Effective Date shall not be reprocessed to reflect any such code updates. 2. Fee Chance Updates. Updates to the fee schedule shall become effective on the effective date of such fee schedule updates, as determined by the Payor ("Fee Change Effective Date"). However, the date of implementation of any fee schedule updates, i.e. the date beginning on which such fee change is used for reimbursement ("Fee Change Implementation Date") shall be the later of. (i) the date on which Payor is reasonably able to implement the update in the claims payment system; or (ii) the Fee Change Effective Date. Claims processed prior to the Fee Change Implementation Date shall not be reprocessed to reflect any updates to such fee schedule, even if service was provided after the Code Change Effective Date. 3. Modifier. Unless specifically indicated otherwise, the Allowed Amount represents global fees and may be subject to reductions based on appropriate modifiers (for example, professional and technical modifiers). As used in the previous sentence, "global fees" refers to services billed without a modifier, for which the Allowed Amount includes both the professional component and the technical component. SVA PPA County of Grant dba Grant Integrated 11!0212017 - 342323 - NP Page t of 2 4. Anesthesia Modifier Pricing Rules. The dollar amounts that will be used in the calculation of Anesthesia Management fees are in accordance with the Anesthesia Payment Policy. Unless specifically stated otherwise, the Anesthesia Conversion Factor indicated is fixed and will not change. The Anesthesia Conversion Factor is based on an anesthesia time unit value of 15 minutes. 5. PIace of Service Pricing Rules. Payor will follow CMS guidelines for determining when services are priced at the facility or non -facility fee schedule (with the exception of services performed at Ambulatory Surgery Centers, POS 24, which will be priced at the facility fee schedule). Definitions. I . Allowed Amount means the amount designated as the maximum amount payable to a Contracted Provider for any particular Covered Service provided to any particular Covered Person, pursuant to this Agreement or its Attachments for Covered Services. 2. Allowable Charges means a Contracted Provider's billed charges for services that qualify as Covered Services. 3. Cast -Sharing Amounts means any amounts payable by a Covered Person, such as copayments, cost-sharing, coinsurance, deductibles or other amounts that are the Covered Person's financial responsibility under the applicable Coverage Agreement, if applicable. WA PPA County of Grant dba Grant Integrated 11 02x201 7 — 342323 - NP Page 2 of 2 ATTACHMENTC: Connnercial-Exchange EXIIH3IT C -i l Ail BETTER COMPENSATION SCHEDULE CHEMICAL DEPENDENCY/RESIDENTIAL TREATMENT/BEHAVIORAL HEALTH (Certified residential treatment providers, Licensed Community Mental Health Agencies, Certified Chemical Dependency Agencies, Certified medication assisted treatment (e.g., buprenorphine), Certified opiate substitution providers (Methadone Treatment programs), DOH -licensed and DBIIR-certified free-standing inpatient, hospitals or psychiatric inpatient facilities, D011 -licensed and DBUIR certified detox facilities (for acute and sub-acutc), DOff licensed and DWIR certified residential treatment facility to provide crisis stabilization services) COUNTY OF GRANT DBA GRANT INTEGRATED SERVICES This Compensation Schedule sets forth the maximum reimbursement amounts for the provision of Covered Services to Covered Persons in a Commercial -Exchange Product offered through Health Plan and referred to as Ambetter. For Covered Services rendered to a Covered Person and billed under a Contracted Provider's tax identification number ("TIN") that has been designated by the Payor as subject to this Compensation Schedule, Payor shall pay or arrange for payment of a Clean Claim for Covered Services rendered by the Contracted Provider according to the terns of the Agreement and this Compensation Schedule. Payment under this Compensation Schedule is subject to the requirements set forth in the Agreement. For Covered Services provided to Covered Persons, Contracted Provider's maximum compensation shall be the Allowed Amount. Except as otherwise provided in this Compensation Schedule under Table I, the Allowed Amount is the lesser of. (i) the Contracted Provider's Allolvable Charges; or (ii) one hundred percent (100%) of the Payor's Medicare Fee Schedule. If there is no established payment amount on the Payor's Medicare Fee Schedule for a Covered Service provided to a Covered Person, the maximum compensation shall be one hundred percent (1000/x) of the State Medicaid fee schedule in effect on the date of the Covered Service. Table I — Service Category Identifier Codes Reimbursement Contracted Rate Methodology .Partial Hospital (Da "treatment) 0912, 0913 Per Diem $1 10.00 Intensive Outpatient Treatment 0905, 0906 Per Diem $90.00 WA PPA County of Grant dba Grant Integrated 111102/2017 — 342323 — NP Page t of 2 Additional Provisions: Code Change Updates, Payor utilizes nationally recognized coding structures (including, without limitation, revenue codes, CP`1' codes, FICPCS codes, ICL? codes, national drug codes, ASA relative values, etc., or their successors) for basic coding and descriptions of the services rendered. Updates to billing - related codes shall become effective on the date ("Code Change Effective Date") that is the later of. (i) the first day of the montli .following sixty (60) days after publication by the governmental agency having authority over the applicable product of such governmental agency's acceptance of such code updates, (ii) the effective date of such code updates as determined by such governmental agency or (iii) if a date is not established by such governmental agency or the product is not regulated by such governmental agency, the date that changes are made to nationally recognized codes. Such updates may include changes to service g7roupings. Claims processed prior to the Code Change Effective Date shall not be reprocessed to reflect any such code updates. 2. Fee Change Updates. Updates to the fee schedule shall become effective on the effective date of such fee schedule updates, as determined by the Payor ("Fee Change Effective Date"). However, the date of implementation of any fee schedule updates, i.e.. the date beginning on which such fee change is used for reimbursement ("Fee Change Implementation Date") shall be the later of: (i) the date on which Payor is reasonably able to implement the update in the claims payment system; or (ii) the fee Change Effective Date. Claims processed prior to the Fee Change Implementation Date shall not be reprocessed to reflect any updates to such fee schedule; even if service was provided after the Code Change Effective Date. Defliddons Allowed Amount means the amount designated as the maximum amount payable to a Contracted Provider for any particular Covered Service provided to any particular Covered Person, pursuant to this Agreement or its Attachments for Covered Services. 2. Allowable Charges means a_Contracted Provider's billed charges for services that qualify as Covered Services. 3. Per Diem means a pricing method (i) that, for an inpatient stay, is based on each `Inpatient Day of an inpatient stay and includes all Covered Services provided to a Covered Person during the inpatient stay, and (ii) that, for outpatient services, includes all Covered Services provided to a Covered Person for one calendar day of service. For purposes hereof, an "Inpatient Day" means a calendar day when a Covered Person receives Covered Services as a registered bed patient; to qualify as an Inpatient Day, the Covered Person. must be present at the midnight census. WA PPA County of Grant dba Grant bite -gated 1110212017 —`342323 NP Page 1 of 2