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HomeMy WebLinkAbout081015_ca03AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Julia Danskin, Public Health Manager DATE: SUBJECT: Agenda Item — Provider Agreement PremeraFirst; January 1, 2015 — Ongoing; Fee for Service. STATEMENT OF ISSUE: Jefferson County Public Health is requesting Board approval of the Provider Agreement — Insurance Billing PremeraFirst; January 1, 2015 — ongoing; Fee for Service ANALYSIS STRATEGIC GOALS PRO`S and CON'S: Since 2000, Jefferson County Public Health has contracted to provide services to enrollees of PremeraFirst, which includes Premera Blue Cross, Life Wise Health Plan of Washington, and Life Wise Assurance Company, in return for fee for service payments received directly from PremeraFirst. This agreement updates the prior agreement written in 1998 as a requirement of the Office of the Insurance Commissioner. The agreement clarifies provisions and improves the alignment of the contract with numerous industry standards and is in compliance with National Committee for Quality Assurance standards and regulatory requirements. FISCAL IMPACT COST BENEFIT ANALYSIS: This is a fee for service agreement that allows Jefferson County Public Health to bill for covered services provided to enrollees of PremeraFirst for services rendered. There is no impact to the general fund. RECOMMENDATION: JCPH management request approval of the Agency Agreement PremeraFirst; January 1, 2015 — Ongoing; Fee for Service. REVIEWED BY: Philip Morley, County Administrator . Date 360-385-9400 360-385-9401 Environmental Health Wafer Quality 360- 385 -9444 (f) 360 -379 -4487 PREMERAFirst PROVIDER AGREEMENT This Agreement is a contract between PREMERAFirst, Inc. (hereafter referred to as "Intermediary ") and C1fCsmS011 tw of A,'y 1?u liC I l ��lth (hereafter referred to as "Provider "). The effective date of this Agreement is (to be completed by Intermediary) WHEREAS, Intermediary is a duly licensed corporation, domiciled in the State of Washington and organized and operating under applicable state law, and has been appointed for purposes of state and federal law by Plan to act solely as a contracting agent and not as principal; and WHEREAS, Plan has agreed with Intermediary that Plan is the principal in all contracts entered into on its behalf by Intermediary and possesses all rights, obligations and duties of a principal in connection with this Agreement; and WHEREAS, Provider holds all required licenses, registrations, or certificates for providing certain health care services, as required by the state in which Provider practices; Now, THEREFORE, in consideration of mutual promises, covenants and agreements contained in this Agreement, the parties agree as follows: PART 1 DEFINITIONS As used in this Agreement, any word or term listed below has the meaning listed after it. 1.01 Allowed Amount means the maximum amount Provider shall receive under this Agreement for Covered Services furnished to Enrollees, based on the Plan Fee Schedule as described in the attached Compensation Exhibit and is the sum of (a) the Plan Payment and (b) Enrollee responsibility, such as deductible, co- payment or coinsurance. 1.02 Claim means a charge submitted by Provider to Plan which contains Complete and Accurate Information that allows a Plan to determine an Enrollee's available benefits for Covered Services. 1.03 Clean Claim means a Claim that has no defect or impropriety, including any lack of any required substantiating documentation, or particular circumstances requiring special treatment that prevents timely payments from being made on the Claim. 1.04 Compensation Exhibit, as used herein, means the attached exhibit designating the terms of the Plan Fee Schedule pursuant to this Agreement. The Compensation Exhibit is incorporated into, and made a part of, this Agreement. 1.05 Completcand Accurate Information includes: * Complete and accurate description of the services performed and charges made using appropriate current industry diagnosis codes, procedural terminology, and current CMS common procedure coding system; PCWPCORE Other known insurance coverage, third party resources, or health care benefits available to Enrollee. This includes workers' compensation, motor vehicle medical coverage, homeowner's medical coverage, and subrogation cases. 1.06 Covered Services means Medically Necessary health care services or supplies for which benefits are provided under a Subscriber Agreement with Plan. 1.07 Enrollee means an individual who is properly enrolled under a Plan Subscriber Agreement or whose health benefits or provider network are administered by a Plan. Enrollee also means an individual enrolled with another plan that has a reciprocal agreement with a Plan and an individual enrolled with Plan subsidiaries or affiliates. 1.08 Medically Necessaa /Medical Necessit shall mean health care services that a Provider, exercising prudent clinical judgment, would provide to a patient for the purpose of preventing, evaluating, diagnosing or treating an illness, injury, disease or its symptoms, and that are: A. in accordance with generally accepted standards of medical practice; B. clinically appropriate, in terms of type, frequency, extent, site and duration, and considered effective for the patient's illness, injury or disease; and C. not primarily for the convenience of the patient, physician, or other health care provider, and not more costly than an alternative service or sequence of services at least as likely to produce equivalent therapeutic or diagnostic results as to the diagnosis or treatment of that patient's illness, injury or disease. 1.09 Non - Covered Services means health care services or supplies for which benefits are not provided under a Subscriber Agreement with Plan. 1.10 Payment Policy includes those policies used by Plan which, in conjunction with administrative rules, procedures and policies, ensure that payment is based on Plan coding requirements. 1.11 Plan means a health care services contractor, insurer, or other entity that has appointed Intermediary to act as a contracting agent and is listed in the attached Exhibits IA-1B. 1.12 Plan Fee Schedule means a Plan - determined schedule of Allowed Amounts for services defined by diagnosis code, procedural code, or other service coding system. A Plan Fee Schedule may be based on any industry standard method, including, but not limited to, the Resource Based Relative Value Schedule (RBRVS), with a Plan - determined conversion factor. 1.13 Plan Payment means the amount to be paid by Plan to Provider for Covered Services pursuant to this Agreement. 1.14 Provider means any individual or entity which agrees to accept from and to look solely to Plan for payment according to the terms of the Subscriber Agreement for Covered Services rendered to Enrollees according to the terms of this Agreement. 1.15 Subscriber Agreement means any contract entered into by a Plan, with or for the benefit of an Enrollee, entitling the Enrollee to receive benefits for Covered Services. PCWPCORE (; PART 2 OBLIGATIONS OF PLAN 2.01 Clainss Processin . Plan will pay the Plan Payment directly to the Provider for Covered Services that Provider provides to Enrollees in accordance with the terms of this Agreement. For Covered Services provided to Enrollees, Plan shall pay Provider as soon as practical but subject to the following minimum standards: • Ninety -five percent (95 %) of the monthly volume of Clean Claims shall be paid within 30 days of receipt by Plan; and • Ninety -five percent (95 %) of the monthly volume of all Claims shall be paid or denied within 60 days of receipt by Plan, except as agreed to in writing by the parties on a Claim -by -Claim basis. The receipt date of a Claim shall be the date Plan receives either written or electronic notice of the Claim. Plan shall pay Provider interest on undenied and unpaid Clean Claims more than sixty -one (61) days old. 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. Plan shall add the interest payable to the amount of unpaid Claims without the necessity of the Provider submitting an additional Claim. Plan shall not apply any interest paid to an Enrollee's deductible, co- payment, coinsurance or any similar obligation of the Enrollee. When Plan issues payment in the Provider and Enrollee names, Plan shall make Claim checks payable in the name of the Provider first and the Enrollee second. Claim denials shall include the specific reason why the Claim was denied. If the denial is based upon Medical Necessity or similar grounds, Plan, upon request from Provider, shall promptly disclose the supporting basis for the decision. These standards do not apply to Claims about which there is substantial evidence of fraud or misrepresentation by Provider or Enrollee, or instances where Plan has not been granted reasonable access to information under Provider's control. 2.02 Directories. Plan will list Provider in Plan provider directories and /or other marketing materials. 2.03 Enrollee l.denti�ficatlon and Eligibility. A. Identification Cards. Plan will issue identification cards to Enrollees and instruct Enrollees to present such cards to the Provider at the time services are requested. B. lnfornration to be Provided Plan will make available to Provider a telephone number or other means for checking an Enrollee's benefits and eligibility for benefits, including any limitations or conditions on services or benefits. The identification card and information provided by Plan regarding eligibility and description of Covered Services under the Subscriber Agreement are not a guarantee of payment. 2.04 Benellt and Eligibility Determinations. Plan shall have the sole authority to determine the eligibility of Enrollees for benefits and whether services are included under the terms of the Plan Subscriber Agreements. Confirmation of eligibility by Plan is not a guarantee of payment. Plan R:. R *• r . OR i will not reverse any prior authorization of Covered Services as Medically Necessary unless Plan medical review determines that Plan authorized the services based upon materially incomplete or inaccurate information provided to Plan by, or on behalf of, Provider. 2.05 Network Ticrin .. Benefit designs that Plan offers may employ different levels of Enrollee co- payment and coinsurance for Covered Services depending upon the Network Tier to which a particular Provider is assigned. Providers will be assigned to Network Tier(s) based upon the standards set forth in Attachment A to the Compensation Exhibit ( "Network Tiering Standards "). Plan will notify Provider of its assigned Network Tier(s) by written notice prior to the effective date of this Agreement. Plan will also provide Enrollees access to directories of Providers available to Enrollee. A. Plan may (a) modify the Network Tiering Standards; (b) create additional Network Tiering Standards; or (c) create additional Network Tiers during the term of this Agreement. Notice of any such modifications or additions hereunder will be provided in compliance with Section 7.01 A. B. Plan may also assign a Provider to additional Network Tiers in order to satisfy Enrollee needs. Notices hereunder shall be provided to the affected Providers in compliance with Section 7.01 A. C. Plan will notify Provider of any change in its Network Tier(s) assignment pursuant to Section 7.01 A. D. Providers agree to make every effort to refer Enrollees to other Providers and admit Enrollees to Facilities with a Network Tier assignment that provides the Enrollee the same or higher benefit level as when receiving care from Provider. PART 3 OBLIGATIONS OF PROVIDER 3.01 Services Provided to Enrollees. Provider will provide Covered Services to Enrollees in compliance with the terms of this Agreement. When providing such services, Provider will exercise the degree of care, skill and learning expected of a prudent health care Provider. 3.02 Nondiscr minatioii. Provider will provide services to Enrollees on the same basis as such services are made available by Provider to patients who are not Enrollees, and without regard to the Enrollee's status as a participant in a plan of privately financed health care coverage or as a participant in a program of publicly financed health care services, with respect to the availability and quality of Provider services. Provider further agrees to comply with applicable state or federal regulatory laws and not to discriminate in the treatment of patients or in the quality of services delivered to Enrollees on the basis of: • race; • color; • sex; • age; • religion; • national origin; • place of residence; • health status; • disability; • source of payment; • amount of payment; or • Enrollee's plan of health care coverage. 3.03 Claims Submission. The Provider agrees to bill Plan directly after Covered Services are provided to Enrollees, either via electronic means or on Claim forms acceptable to Plan and in the amount of Provider's usual and customary charge. Plan will not pay Claims that are received more than 365 days after the date services are rendered or, if Plan is secondary in a coordination of benefits arrangement, 60 days after payment by the primary plan, whichever is later. Provider may not seek payment from the Enrollee in the event that a Claim has not been submitted to Plan within 365 days after the date of service or, if Plan is secondary in a coordination of benefits arrangement, 60 days after payment by the primary plan, whichever is later. The Provider will also furnish, on request, information deemed necessary by Plan to verify the provision of Covered Services to Enrollees, Medical Necessity and the Provider's usual and customary charge for such services. 3.04 cmdre ntialing. Provider warrants that it and any practitioner affiliated with Provider meets Plan's credentialing standards, and that Provider has all licenses, permits, and /or governmental or board authorizations or approvals necessary to provide Covered Services in accordance with the applicable requirements in the state(s) in which the Provider conducts business. Provider further warrants that it will cooperate with Plan's credentialing and re- credentialing processes. Provider will provide immediate written notice to Plan of any changes in the licenses, permits, and /or governmental or board authorizations or approvals referenced above, including, but not limited to, ownership, business address, tax identification number of new persons or entities proposed to be included as a Provider pursuant to this Agreement and any factors that may materially impact Provider's ability to provide Covered Services to Enrollees hereunder. Provider shall provide immediate written notice to Plan of any legal, regulatory, or governmental action which Provider reasonably believes could materially impact the ability of the Provider to carry out the duties and obligations of this Agreement, including, without limitation, litigation initiated by a patient against Provider. 3.05 Care Facilitation. Provider will cooperate with Plan's Care Facilitation programs including, but not limited to: • Care Management; • Disease Management; 0 Health Risk Management; • Health Awareness; • Pharmacy Services; and • Self - Management Support. 3.06 Administrative Rules, Pi- ocedures an(] Policies. Provider will comply with administrative rules, procedures, and policies issued by Plan with respect to, but not limited to: • Payment Policy; • billing procedures and standards; and ICY 1 0 w R . • other matters that relate to Provider's provision of Covered Services to Enrollees and compliance with this Agreement. Plan will, upon request, make such administrative rules, procedures and policies available to Provider and will inform Provider of any revisions to the referenced rules, procedures and policies. 3.07 Insur -ance. Provider will maintain such policies of general comprehensive liability and malpractice insurance, in amounts consistent with Plan's credentialing policies to insure against any claims in connection with the acts or omissions of the Provider and his /her employees pursuant to this Agreement. Upon request, the Provider will submit to Plan evidence of insurance in a form acceptable to Plan. The Provider will notify Plan promptly of any revocation, reduction, limitation or termination of such policy. 3.08 Iicensur e. Provider will maintain in good standing all licenses, permits, governmental or board authorizations or approvals and hospital privileges (if applicable) required by law and by Plan's credentialing standards. Provider will submit evidence of such licenses, permits, governmental or board authorizations or approvals, and hospital privileges (if applicable) to Plan upon request and shall immediately notify Plan of any termination, revocation, suspension or limitation thereof. 3.09 Data Collection anti Re .aorthi g. Provider will cooperate with Plan's data collection and reporting efforts for compliance with the requirements of applicable regulatory agencies, accreditation agencies and Plan Care Facilitation programs. 3.10 Res wn;sibilit for Set-vices. Provider will be solely responsible for the quality of Covered Services provided to Enrollees. The Provider acknowledges that Plan's eligibility and benefit determinations, authorization of payment for services, and Care Facilitation functions are payment, not treatment decisions. Nothing contained in this Agreement shall be construed to alter Provider's responsibility to provide acceptable services per current medical standards, or change the nature of the Provider - Enrollee relationship. Provider should discuss all medical options with the Enrollee. The Provider and the Enrollee must make the decision to provide or receive services, regardless of whether such services are a Covered Service or Medically Necessary. Nothing in this provision shall be construed to authorize Provider to bind Plan to pay for any service. 3.11 lKnr rlo cd or Contracted Provider °:s. If Provider is signing on behalf of a legal entity, each in physician who is employed by or contracted with such entity must comply with the terms of this Agreement. PART 4 PAYMENT & BILLING 4.01 Payment. The Provider will accept the lesser of billed charges and Plan's Allowed Amount as payment in full and not seek payment from the Enrollee and shall only seek payment in compliance with the following: A. Provider hereby agrees that in no event, including but not limited to nonpayment by Plan, Plan insolvency, or breach of this Agreement shall Provider bill, charge, collect a deposit, PREMERAFirst PROVIDER AGREEMENT 6 PCWPCORE (1/08) seek compensation, remuneration from, or have any recourse against an Enrollee or person acting on an Enrollee's behalf, other than a Plan, for services provided pursuant to this Agreement. This provision shall not prohibit collection of deductible, co- payments, coinsurance, and /or Non- Covered Services which are not otherwise payable by a primary or secondary carrier in accordance with regulatory standards for coordination of benefits, from Enrollees in accordance with the terms of the Enrollee's Subscriber Agreement. B. Provider agrees, in the event of a Plan's insolvency, to continue to provide the services promised in this Agreement to Plan Enrollees for the duration of the period for which premiums on behalf of the Enrollee were paid or until the Enrollee's discharge from inpatient facilities, whichever time is greater. C. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall be construed to modify the rights and benefits contained in the Enrollee's Subscriber Agreement. D. Provider may not bill Enrollee for Covered Services (except for deductibles, co- payments, or coinsurance) where Plan denies payment because Provider has failed to comply with the terms or conditions of this Agreement. E. Provider further agrees that: (1) the provisions of A, B, C and D of this section shall survive termination of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of Plan's Enrollees, and (2) that this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Provider and Enrollees or persons acting on Enrollees' behalf. F. if Provider contracts with other providers that agree to provide Covered Services to Plan Enrollees with the expectation of receiving payment directly or indirectly from Plan, such Providers and health care facilities must agree to abide by the provisions of A, B, C, D and E of this section. G. Provider acknowledges that willfully collecting or attempting to collect an amount from an Enrollee, knowing that collection to be in violation of this section, constitutes a class C felony under RCW 48.80.030(5). H. No changes shall be made to the subsections above without prior approval of Washington State's Office of Insurance Commissioner, in accordance with WAC 284 -43 -320. I. Provider may seek payment from Enrollee for services that are not covered by the Subscriber Agreement with Plan. In addition, the Provider will not seek payment from the Enrollee for Covered Services which Plan determines not to have been Medically Necessary or in keeping with Plan Care Facilitation standards or accepted standards of care, unless the Enrollee understood prior to receiving the services that they would not be covered and agreed in writing to assume financial responsibility for them. Such consent must set forth the service proposed to be rendered and the cost of the proposed service. J. The Provider will not seek payment from Plan for any Covered Service rendered to a person who misrepresents his or her status with Plan or who previously obtained status from Plan as an Enrollee through fraud or misrepresentation; the Provider may seek payment from such persons for those Covered Services. PREMERAFirst PROVIDER AGREEMENT 7 PCWPCORE (1/08) K. During any appeal or dispute resolution process between Provider and Plan, Provider shall not bill or otherwise seek collection from Enrollee for any payment amounts in dispute. 4.02 Cancellation ol" Cover . Plan will not be liable to Provider for any Covered Services provided to an Enrollee who is determined by Plan to have been ineligible for coverage on the date services were provided. The basis for such ineligibility may include, but is not limited to, misrepresentation, fraud and nonpayment of premiums. 4.03 R l "urids. Provider agrees to refund to Plan any payments if the payment by Plan was based upon erroneous or incomplete information, if benefits are misapplied by the Plan, if an Enrollee is not entitled to those benefits, or any other reason for an erroneous payment. Such refund shall be made within 30 calendar days of receipt of Plan's written request for refund. If Provider does not refund an incorrect payment within 60 calendar days of receipt of the written request for refund, Plan shall have the right to deduct the overpayment amount from future payment vouchers to Provider. 4.04 Limitations. Neither Plan nor Provider shall seek a refund, correction, adjustment or additional payment related to any: • Overpayment; • Underpayment; • Nonpayment; or • denial of a Claim more than 365 calendar days after final adjudication of the Claim, except in the case of concealment, fraud or misrepresentation or as otherwise provided in an attached Compensation Exhibit. This time limit shall not apply to Plan's right to a prompt refund of a third party liability payment including work- related injuries and illness. 4.05 Coordination of Benefits. Provider agrees to cooperate in the administration of coordination of benefits between Plan and other payers. When Plan is the secondary payer, Plan will have no financial responsibility to Provider once Provider has received payment equivalent to the Plan Allowed Amount or other amount when required by law, from all sources of payment. PART 5 RECORDS, MAINTENANCE, AVAILABILITY, INSPECTION & AUDIT 5.01 Records. Provider will prepare and maintain all appropriate records including, but not limited to, medical, medical abstract, financial and administrative records for each Enrollee who receives services from Provider. The records will be maintained in accordance with prudent record - keeping procedures and as required by law. 5.02 Inspection and Audit. Provider and Plan will allow each other or their agent(s) to review, inspect, audit and duplicate data and other records, including medical records, related to this Agreement to the extent necessary to perform the audit and inspection. Access to these records will be provided free of charge upon reasonable notice during regular business hours. Access to these records will also be allowed for the longer of seven (7) years or as required by law after the termination of this Agreement. In addition, Provider shall make such data and other records available to appropriate state and federal authorities involved in assessing the quality of care or investigating the grievances or REMERAFirst PROVIDER AGREEMENT 8 PCWPCORE (1/08) complaints of Enrollees, subject to applicable state and federal laws related to the confidentiality of medical records. Plan shall reimburse Provider $.25 per page for medical record duplication in connection with utilization review pursuant to WAC 284 -43- 410(4). 5.03 Onsite Review. Provider will allow Plan or its agents to conduct onsite review as required to fulfill quality improvement, credentialing and /or billing audit requirements. Such reviews will be scheduled at appropriate times during regular business hours with reasonable accommodations to Provider's practice and with at least five (5) business days notice to Provider. PART 6 TERM & TERMINATION 6.01 Term. This Agreement will take effect on the Effective Date and will remain in force unless terminated pursuant to Section 6.02. 6.02 Termination. A. Termination Without Cause. This Agreement may be terminated at any time without cause by either party upon ninety (90) days prior written notice. B. Termination For Cause. If either party fails to comply with or perform when due any material term or condition of this Agreement, the other party shall notify the defaulting party in writing of the default. The notice shall specify in reasonable detail the specific nature of the default. If the defaulting party fails to cure the default within 30 days, the non - defaulting party may declare by written notice that this Agreement shall be terminated following receipt of the written notice. C. Termination By Plata. In the event that the Provider fails to meet Plan credentialing standards, or in the event that Plan determines, in its sole discretion, that the continuation of this Agreement may have a significant adverse effect on the health or well -being of the Enrollee, Plan may terminate this Agreement immediately effective upon the delivery of written notice. D. Termination for Material Adverse Chan e s . If Provider objects to a material adverse change(s) subject to Section 7.01 A, Provider must give Plan written notice to terminate the contract within thirty (30) days of the notice. Termination shall be effective at the end of the notice period unless, within sixty -five (65) days of the date of the original notice of change, Plan gives written notice to Provider that it will not implement the material adverse change(s) to which Provider objected. 6.03 Set -vices After Termination. Enrollees who, at the termination date, are undergoing an active course of treatment on either an inpatient or outpatient basis for an illness or for a pregnancy then in its second or third trimester shall, at a minimum, be permitted to continue treatment through Provider for all Covered Services: A. for up to 90 days after the date of termination if the event triggering the right to continuing treatment is the referenced illness; or PREMERAPirst PROVIDER AGREEMENT 9 PCWPCORE (1/08) B. through completion of postpartum care if the event triggering the right to continuing treatment is the referenced pregnancy. Payment for services provided under this section will be in accordance with the terms of this Agreement. 6.04 Notification to Enrollees. Plan shall provide Enrollees with timely notification of the termination of this Agreement. Provider will inform any Enrollee that seeks Provider's services that this Agreement has been terminated. 6.05 Survival. If this Agreement is terminated, its provisions will continue in effect with respect to the following sections: 7.01 • 3.03 (Claims Submission) • 4.01 (Payment) • 4.03 (Refunds) • 4.05 (Coordination of Benefits) • 6.03 (Services After Termination) • 8.01 (Dispute Resolution) • 8.02 (Indemnification) • 9.07 (Confidentiality) • 9.09 (Waiver of Breach) PART 7 AMENDMENTS AND MODIFICATIONS A. Plan may amend this Agreement, standard Plan Fee Schedules and administrative rules, procedures, policies or programs that affect Provider compensation and that affect health care service delivery at any time during the term of this Agreement by providing Provider ninety (90) days prior written notice. Any such amendment shall be in writing and shall include an effective date. B. Plan may modify Plan Fee Schedules or any Compensation Exhibit upon written notice to Provider in order to ensure consistency with any modification of any regulatory coding convention relating to Fee Schedules or Compensation Exhibits. PART 8 DISPUTE RESOLUTION AND INDEMNIFICATION 8.01 Dispute aesolntion. A. Informal Discussions. 1. Provider and Plan shall first attempt to resolve the matter through informal good faith discussions. Such discussions may include a meeting or meetings between the parties. In the event the parties determine that the matter cannot be resolved informally, the following procedures shall apply. B. Dispute Resolution Process. 1. Provider Appeals of Billing and Payment Matters. Provider appeals of billing and /or payment disputes shall be submitted to the Plan Provider Appeals Department. Such PREMERAFirst PROVIDER AGREEMEN'r 10 PCCOE (1/08) appeals shall be subject to the provisions of Section 4.04 and shall be filed within the period set forth therein. 2. Plan Appeals of Billing and Payment Matters. Plan appeals of billing and /or payment matters shall be submitted to the Provider. Such appeals shall be subject to the provisions of Section 4.04 and shall be filed within the period set forth therein. 3. All Other Appeals. Appeals regarding matters unrelated to billing or payment must be received within one (1) year of the action that is the subject matter of the appeal. 4. Neither Party is under any obligation to consider an appeal received pursuant to subsections 1 through 3 after the respective periods set forth above. 5. Appeals pursuant to subsections 1 through 3 above must include a description of the issues in dispute, evidence in support of the request, and a description of the relief sought. 6. The appealing Party shall be notified of the determination by the other Party no later than sixty (60) days following receipt of the request. 7. If the determination is not provided within the sixty (60) day period or the appealing Party is not satisfied with the determination it may initiate non- binding mediation pursuant to Section 8.01C and by notifying the other Party within thirty (30) days of receipt of the determination. C. Mediation. Upon timely initiation of mediation, the parties shall agree upon a mediator. The mediator's fees shall be borne in equal shares by the parties. Unless agreed otherwise, all other related costs incurred by the parties shall be the sole responsibility of the party incurring the cost. The mediator shall, in consultation with the parties, determine a process and schedule for the mediation. In the event the parties cannot resolve the matter through non - binding mediation, either party may institute an action in any Superior Court of competent jurisdiction. D. By mutual consent, the parties may forego non- binding mediation and seek binding arbitration or judicial relief. E. Modifications to this Agreement, compensation, manuals, policies, administrative procedures, and other matters subject to Section 3.06 shall not be subject to dispute resolution under this Section 8.01. However, whether such modifications have been proposed and made in compliance with the terms of this Agreement and with applicable law is subject to dispute resolution hereunder. F. All notices and correspondence pursuant to this section shall comply with the terms of Section 9.05. 8.02 Indemnification. A. Indemnification of Provider•. Plan agrees to indemnify and hold harmless Provider against any loss, cost and expense, including reasonable attorneys' fees, caused by the negligence of Plan in the discharge of the duties or obligations that are the responsibility of Plan, its agents or employees during the term of this Agreement. B. Indemnification of Plan. Provider agrees to indemnify and hold harmless Plan against any loss, cost and expense, including reasonable attorneys' fees, caused by the negligence of Provider in the discharge of the duties or obligations that are the responsibility of Provider, REMERAFirst PROVIDER AGREEMENT 11 CCOE (1/08) its agents or employees during the term of this Agreement, or that arise from an allegation of medical malpractice against Provider, its agents or employees. PART 9 GENERAL PROVISIONS 9.01 elaatirrnshiL) of :Pwardes. This Agreement shall be construed to confer no rights whatsoever on any third parties, including Enrollees, other providers, or other individuals or entities. Neither Provider nor Plan shall have any expressed or implied right or authority to assume or create any obligation on behalf of or in the name of the other. 9.02 Assignment. No assignment of rights, duties or obligations of this Agreement, including assignment by operation of law, will be made by Provider without the written consent of Plan. If Plan merges, consolidates with another entity or does business under another or with another entity or name, this Agreement will continue in full force and effect. 9.03 Trademarks. Neither Provider nor Plan may use the name, symbols, trademarks or service marks of the other party without the prior written consent of that party or as otherwise provided in this Agreement. 9.04 Governin g Law. This Agreement will be construed in accordance with the laws of the State of Washington. 9.05 Notices. Notices required by this Agreement will be in writing and mailed, postage prepaid, to the other party at the principal address shown in this Agreement or to such other address as may be provided by one party to the other. 9.06 Sevei,-ability/(,',,'onforiiiity with Law. If any part of this Agreement shall be found to be invalid, void or unenforceable, the remainder of the Agreement shall remain in full force and effect. Both parties will comply with all applicable state and federal laws and regulations, including, but not limited to, those related to Medicare, Medicaid, and /or other state or federal health care delivery programs. This Agreement shall be interpreted, and if necessary amended, to conform with applicable state and federal law in effect on or after its effective date. 9.07 Confidentiality. A. Neither party will disclose the terms or contents of this Agreement and /or any of the attachments, addenda, amendments and exhibits without the prior written consent of the other party. In addition, neither Party shall disclose the substance of any ongoing contractual negotiations without the prior written consent of the other Party. The rates, formulas and pricing methodologies used by either the Provider or Plan shall be deemed as proprietary and shall not be disclosed to any third party without the prior written consent of Provider or Plan. B. Provider and Plan acknowledge they are both subject to state and federal privacy laws and agree to comply with all applicable laws. 9.08 Ent A Lreeinery. This Agreement constitutes the entire understanding between the parties and supersedes all other prior agreements between the parties. PREMERAFirst PROVIDER AGREEMENT 12 PC PCORE (1/08) 9.09 Waiver of Breach. Neither the failure nor delay on the part of either party to exercise any right under this Agreement will serve as a waiver of that right. If either party should waive a breach of any provision of this Agreement, it will not be deemed or construed as a waiver of any other breach of the same or different provision. 9.10 Colni)li:tnce with l asy . Plan and Provider shall comply with all laws applicable to their obligations under this Agreement. The undersigned have executed this Agreement as of the date shown below. JEFFERSON COUNTY PUBLIC HEALTH PREMERAFirst, INC. BY: Signature Print or T ed yp Name Title Date Signed Tax ID #: BY: Signature Rich Maturi Print or Typed Name _... SVP, Health Care Delivery Systems _.. Title Date Signed Whose mailing address is: Whose mailing address is: PO Box 327 Seattle, WA 98111 -0327 EFFECTIVE DATE: proved as to form only 12� fly JeMrson Co. Prosecutor; t= David Alvarez, Chief Civi' PA PREMERAFirst PROVIDER AGREEMENT 13 PCWPCORE (1/08) PREMERAFirst PROVIDER AGREEMENT EXHIBIT 1 A In accordance with Section 1.11 of the Agreement, the following company shall be considered a Plan for the purposes of administering the Agreement: Premera Blue Cross P.O. Box 327 Seattle, Washington 98111 -0327 Provider hereby expressly acknowledges its understanding that this Agreement constitutes a contract between Provider and Plan, that Plan is an independent corporation operating under licenses from the Blue Cross and Blue Shield Association (the "Association "), an Association of Independent Blue Cross and Blue Shield Plans permitting Plan to use the Blue Cross Service Marks in the States of Washington and Alaska and the Blue Shield Mark in certain counties of Eastern Washington, and that Plan is not contracting as an agent of the Association. Provider further acknowledges and agrees that it has not entered into this Agreement based upon representations by any person other than Plan and that the Association, affiliates of Plan, and /or any other person, entity or organization other than Plan shall not be held accountable or liable to Provider for any of the obligations of Plan to Provider created under this Agreement. This paragraph shall not create any additional obligations whatsoever on the part of Plan other than those obligations created under other provisions of this Agreement. Premera Blue Cross is an Independent Licensee of the Blue Cross and Blue Shield Association. PREMERAFirst PROVIDER AGREEMENT 14 PCWPCORE (1/08) PRF,MERAFirst PROVIDER AGREEMENT EXHIBIT 1B In accordance with Section 1.11 of the Agreement, the following company shall be considered a Plan for the purposes of administering the Agreement: LifeWise Health Plan of Washington P.O. Box 34122 Seattle, Washington 98124-1122 PREMERAFirst PROVIDER AGREEMENT 15 PCWPCORE (1/08) PREMERAFirst PROVIDER AGREEMENT EXHIBIT I C In accordance with Section 1.11 of the Agreement, the following company shall be considered a Plan for the purposes of administering the Agreement: LifeWise Assurance Company P.O. Box 2272 Seattle, Washington 98 1 1 1 -2272 PREMERAFirst PROVIDER AGREEMENT 16 EXHIBIT I C PCWPCEX I C (5115) AMENDMENT TO PREMERAFirst PROVIDER AND FACILITY AGREEMENTS The Agreement entered into by and between PremeraFirst, Inc., which serves as the contracting agent for Premera Blue Cross and Lifewise Health Plan of Washington ( "Intermediary") and Facility /Provider is hereby amended effective .laIaLKiry 1, 2014. This Amendment applies to all Plan agreements and ensures compliance with applicable statutory requirements. It also applies to all subcontracts entered into by Facility /Provider for the provision of Covered Services under the Agreement. Facility /Provider must ensure that all such subcontractors receive a copy of this Amendment. This Amendment is in addition to the Agreement and does not replace or supersede the Agreement. The Agreement, except as specifically modified herein, shall remain in effect. "Provider" shall also mean "Practitioner" or "Participant ". The Agreement is amended as follows: A. Any provision regarding "Covered Services" is deleted in its entirety and replaced with the following definition: "Covered Services means Medically Necessary health care services or supplies for which benefits are provided under a Subscriber Agreement with Plan or are otherwise required under law." B. The following new section "Qualified Health Plan" is added to the Agreement: "In order to comply with current federal regulations and guidance, Federal regulations require that certain provisions be included in contracts with healthcare providers that participate in a network for Qualified Health Plans, meaning health plans that have in effect a certification that they meet the standards described in subpart C of 45 C.F.R. Part 156 that are issued or recognized by each governmental exchange through which such plans are offered (the "QHPs ") pursuant to contracts with the Centers for Medicare and Medicaid Services ( "CMS "); and the parties need to add provisions to the Agreement addressing their obligations in connection with services provided under the Agreement for QHPs offered by Plan. 1. BACKGROUND AND RELATIONSHIP TO AGREEMENT 1.1 Facility /Provider acknowledges that the services to be provided to the Plan and its Enrollees under the Agreement (hereinafter "Services ") include services for the QHPs. To the extent, the Services, include delegated activities and reporting responsibilities, to be provided by Facility /Provider in connection with the QHPs are described in the Agreement, Facility /Provider is a delegated entity as defined in 45 C.F.R 156.20 ( "Delegated Entity "). This Amendment addresses the regulatory requirements for QHPs. 1.2 Provisions of the Agreement that are not inconsistent with this Amendment continue in full force and effect with respect to the services provided pursuant to the Agreement. With respect to the QHP line of business, this Amendment shall supersede and replace any inconsistent provisions of the Agreement (or any related agreement), if any, and shall continue concurrently with the term of the Agreement. PREMERAFirst AGREEMENT 2014 REGULATORY AMENDMENT PCWMREG 14A (1/14) 1.3 Unless otherwise defined herein, all capitalized terms used but not defined in this Amendment shall have their respective meanings as set forth in the Agreement. 2. COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS, POLICIES AND PROCEDURES 2.1 Compliance wrth A : plicable Laws and Re guhition:s. a. To the extent Facility /Provider is a Delegated Entity, if applicable, and for all such delegated activities and reporting responsibilities, Facility/Provider agrees to comply with all applicable federal and state laws and regulations and Department of Health and Human Services ( "HHS ") guidance and instructions, including but not limited to (a) all laws and regulations applicable to QHPs and their Delegated Entities, including but not limited to the standards set forth in 45 C.F.R. Section 156, subpart C; Section 155, subparts H and K and 155.705 (exchange processes, procedures and standards), 155.220 (assisting with enrollment) and 156.705 and 156.715 (maintenance of records and compliance reviews); and (b) all applicable state and federal privacy and security requirements, including but not limited to the confidentiality, privacy and security provisions for QHPs contained in the regulations found at 45 C.F.R 155.260, 155.270 and 155.280 as well as HIPAA administrative simplification rules (45 C.F.R Parts 160, 162, and 164). b. In connection with all services rendered under the Agreement, Facility/Provider agrees to comply with all applicable laws, regulations and guidance designed to prevent fraud, waste or abuse of federal funds, including the False Claims Act (31 U.S.C. 3729 et seq.), the Anti - Kickback Statute (Social Security Act § 1128B(b). c. In the event that the Agreement allows Facility/Provider to subcontract any Services, then Facility/Provider will be responsible for ensuring that its written agreements with such subcontractors contain all requirements of this Amendment and that its subcontractors comply with such requirements. 2.2 Oversi ht byIle aul,atoa• Bodies/ Inspection of Books and Records. Facility/Provider acknowledges and agrees that HHS, the HHS Office of Inspector General (OIG), or their designees have the right to inspect, evaluate, and audit any pertinent contracts, books, documents, papers, and records of Facility/Provider involving transactions related to the QHPs. This right to inspect shall extend for a period of ten (10) years from the termination date of Plan's contracts with CMS to offer QHPs. a. Facility/Provider shall maintain accurate records of its compliance with this Agreement ( "Records ") in accordance with recognized accounting and document retention practices and in a format that shall permit audit. Such Records shall be maintained by Facility/Provider for a period of ten (10) years following expiration or termination of this Agreement. b. Such records must be adequate for the Plan to determine if the Facility/Provider has performed its obligations under the Agreement and for the Plan to enforce its rights. c. Facility/Provider must immediately notify the Plan by telephone and inform it in writing of any request from any government entity for Records and /or access to personnel, physical premises, facilities, or equipment. If requested by the Plan, Facility/Provider agrees to submit to the Plan any Records and equipment requested by such government entity for submission by the Plan on the Facility/Provider's behalf. Facility/Provider agrees to notify the Plan of the date and time of any onsite inspection of the Plan's premises, with sufficient time to allow the Plan to participate, unless prohibited by government authorities. PREMERAFirst AGREEMENT 2 2014 REGULATORY AMENDMENT PCWMREG 14A (1/14) 2.3 Delegation and Revocation. a. If the Plan is delegating any of its duties for QHPs to Facility /Provider, then the delegated activities and reporting responsibilities, to be provided by Facility /Provider to the Plan in connection with the QHPs are described in the Agreement and subject to the requirements of this paragraph 2.3. b. If CMS or the Plan determines that Facility /Provider has not satisfactorily performed Services for the QHPs, the Agreement may be revoked and immediately terminated by the Plan, without delay or penalty. In the event that Facility /Provider performs Services other than those relating to the QHPs, the Plan shall have the option of revoking and immediately terminating only that Services performed by Facility /Provider for the QHPs, in which case the Agreement would continue in effect for services not related to the QHPs. In such event, Facility /Provider will cooperate fully with Plan in transitioning the Services for the QHPs described herein. c. Facility /Provider shall maintain accurate records of its compliance with this Amendment in accordance with recognized accounting and document retention practices and in a format that will permit audit of compliance with this Amendment and the Agreement by Plan. Facility /Provider will grant Plan the same rights of audit and inspection that are provided to government entities pursuant to paragraph 2.2 above 2.4 No Exclusion or Debarment. Facility /Provider represents and warrants that it and its employees, contractors, and any Downstream Entities are not excluded or debarred by the HHS Office of Inspector General or by the General Services Administration from participation in any federal health care program, and that they are not, to the best of Facility /Provider's knowledge, under investigation for any such exclusion or debarment. Facility /Provider will notify Plan immediately if there are any changes in status under this paragraph." The effective date of this amendment is .�;iultr<1 <ty- 1� „1,4. All other terms and conditions of the Agreement remain unchanged, except as specified in this or any other amendment to the Agreement. PREMERAFirst, INC. BY: � r s Z/ . Signature Rich Maturi Print or Typed Name SVP, Health Care Delivery Systems Title PREMERAFirst AGREEMENT 2014 REGULATORY AMENDMENT PCEG 14A (1 /14) AMENDMENT TO PREMERAFirst PROVIDER AGREEMENT The Agreement entered into by and between PremeraFirst, Inc., which serves as the contracting agent for Premera Blue Cross and Lifewise Health Plan of Washington ( "Intermediary") and Provider is hereby - amended effective .14,,!1 L4, ry.1, 201 . This amendment applies to all subcontracts entered into by Provider for the provision of Covered Services under the Agreement. Provider must ensure that all such subcontractors receive a copy of this Amendment. This Amendment is in addition to the Agreement and does not replace or supersede the Agreement. The Agreement, except as specifically modified herein, shall remain in effect. The Agreement is amended as follows: 1. PART 3, Section 3.06, ( "Administrative Rules, Procedures and Policies "): this section is deleted in its entirety and replaced with the following: "Provider will comply with administrative rules, procedures, and policies issued by Plan with respect to, but not limited to: • Payment Policy; • Billing procedures and standards; and • Other matters that relate to Provider's provision of Covered Services to Enrollees and compliance with this Agreement. Plan will, upon request, make such administrative rules, procedures and policies available to Provider electronically or via hard copy at option of Plan and will inform Provider of any revisions to the referenced rules, procedures and policies." 2. PART 3, Section 3.12, ( "Quality Improvement "): a new Section 3.12 is added to the Agreement as follows: "Provider will cooperate with Plan's quality improvement activities including but not limited to: • Collection of health data (as is done for HEDIS); • Responding to inquiries regarding Enrollee complaints and quality of care concerns; and • Responding to program evaluations and satisfaction surveys. Provider will allow Plan to use Provider performance data." 3. PART 3, Section 3.13, ( "Treatment Options "): a new Section 3.13 is added to the Agreement as follows: "Provider may freely communicate with Enrollees about treatment options available to them, including medication treatment options and the relative costs of various treatments, regardless of benefit coverage." 4. PART 4, Section 4.01I, ( "Payment "): this section is deleted in its entirety and replaced with the following: "Provider may seek payment from Enrollee for services that are not covered by the Subscriber Agreement with Plan. In addition, the Provider will not seek payment from the Enrollee for otherwise Covered Services which Plan determines not to have been Medically Necessary or in keeping with Plan Care PREMERAFirst PROVIDER AGREEMENT AMENDMENT TO AGREEMENT PCWPAM8 (7/14) Facilitation standards or accepted standards of care, unless the Enrollee understood prior to receiving the services that they would not be covered and agreed in writing to assume financial responsibility for them. Such consent must set forth the service proposed to be rendered and the cost of the proposed service." 5. PART 5, Section 5.02, ( "Inspection and Audit "): this section is deleted in its entirety and replaced with the following: "Provider and Plan will allow each other or their agent(s) to review, inspect, audit and duplicate data and other records, including medical records, related to this Agreement to the extent necessary to perform the audit and inspection. Access to these records will be provided free of charge upon reasonable notice during regular business hours. Access to these records will also be allowed for the longer of ten (10) years or as required by law after the termination of this Agreement. In addition, Provider shall make such data and other records available to appropriate state and federal authorities involved in assessing the quality of care or investigating the grievances or complaints of Enrollees, subject to applicable state and federal laws related to the confidentiality of medical records. Plan shall reimburse Provider $.25 per page for medical record duplication in connection with utilization review pursuant to WAC 284 -43- 410(5). All other medical record duplication shall be provided without charge by Provider." 6. PART 5, Section 5.03, ( "Onsite Review "): this section is deleted in its entirety and replaced with the following: "The parties will allow each other or their agents to conduct onsite review as required to fulfill quality improvement, credentialing and /or billing audit requirements. Such reviews will be scheduled at appropriate times during regular business hours and with at least five (5) business days' notice to the other party." 7. PART 5, Section 5.04, ( "Medical Records and Confidentiality "): a new Section 5.04 is added to the Agreement as follows: "Provider will allow Plan and its agents access to medical records /information, to the extent permitted by state and federal law. Provider agrees to maintain the confidentiality of all Enrollee records /information under the terms of this Agreement, except as required by state and federal law. Provider shall establish safeguards to prohibit the inappropriate collection, use or disclosure of Protected Health Information (PHI). PHI shall mean information defined as such in the Privacy Rule of the Health Insurance Portability and Accountability Act of 1996 ( HIPAA) , the 2009 HITECH Act and as amended thereafter. Provider may collect, use and disclose PHI as required to satisfy its obligations under this Agreement, if such collection, use or disclosure would not violate the HIPAA Privacy Rule or the HITECH Act. Provider shall ensure that all of its agents comply with the collection, use and disclosure requirements of the HIPAA Privacy and HITECH Rules, whenever PHI is made accessible to such agents." PREMERAFirst PROVIDER AGREEMENT AMENDMENT To AGREEMENT 2 PCWPAM8 (7/14) 8. PART 6, Section 6.03, ( "Services After Termination "): this section is deleted in its entirety and replaced with the following: "Enrollees who, at the termination date, are undergoing an active course of treatment on either an inpatient or outpatient basis for an illness or for a pregnancy then in its second or third trimester shall, at a minimum, be permitted to continue treatment through Provider for all Covered Services: C. for up to 90 days after the date of termination if the event triggering the right to continuing treatment is the referenced illness; or D. through completion of postpartum care if the event triggering the right to continuing treatment is the referenced pregnancy. If Provider is a primary care provider, Provider agrees to provide Covered Services and Plan agrees to cover such Covered Services for at least 60 days following notice of termination to the Enrollees, or in group coverage arrangements involving periods of open enrollment, until the end of the next open enrollment period. Payment for services provided under this section will be in accordance with the terms of this Agreement." 9. PART 6, Section 6.04, ( "Notification to Enrollees "): this section is deleted in its entirety and replaced with the following: "Plan shall make a good faith effort to provide Enrollees who are seen on a regular basis by Provider with written notice within fifteen (15) working days of receipt or issuance of a notice of termination. Provider will inform any Enrollee that seeks Provider's services that this Agreement has been terminated." 10. PART 7, Section 7.01, ( "Amendments and Modifications "): this section is deleted in its entirety and replaced with the following: A. Plan may amend this Agreement, standard Plan Fee Schedules, manuals, policies, and administrative rules, procedures, policies or programs that affect Provider compensation and /or that affect health care service delivery at any time during the term of this Agreement by providing Provider ninety (90) days' prior written notice. Any such amendment shall be in writing and shall include an effective date. B. Plan may modify Plan Fee Schedules, manuals, policies, or any Compensation Exhibit upon written notice to Provider in order to ensure consistency with any modification of any regulatory coding convention relating to Fee Schedules or Compensation Exhibits. C. Plan may amend this Agreement, standard Plan Fee Schedules, manuals, policies, and administrative rules, procedures, policies or programs in order to comply with any legislative, regulatory, or legal requirement or guidance. In the event of any such change, this Agreement shall be deemed to comply with such change on the date the legislative, regulatory, or legal requirement or guidance becomes effective. Plan shall use its best efforts to provide notice to Provider of such amendment as promptly as possible." 11. PART 8, Section 8.01, ( "Dispute Resolution "): this section is deleted in its entirety and replaced with the following: PREMERAFirst PROVIDER AGREEMENT AMENDMENT To AGREEMENT PCPAM (7/14) G. Informal Discussions. 2. Provider and Plan shall first attempt to resolve the matter through informal good faith discussions. Such discussions may include a meeting or meetings between the parties. In the event the parties determine that the matter cannot be resolved informally, the following procedures shall apply. H. Dis utc resolution Process. 1. Provider Appeals of Billing and Payment Matters. Provider appeals of billing and /or payment disputes shall be submitted to the Plan Provider Appeals Department. Such appeals shall be subject to the provisions of Section 4.04 and shall be filed within the period set forth therein. 2. Plan Appeals of Billing and Payment Matters. Plan appeals of billing and /or payment matters shall be submitted to the Provider. Such appeals shall be subject to the provisions of Section 4.04 and shall be filed within the period set forth therein. 3. All Other Appeals. Appeals regarding matters unrelated to billing or payment must be received within one (1) year of the action that is the subject matter of the appeal. 4. Neither Party is under any obligation to consider an appeal received pursuant to subsections 1 through 3 after the respective periods set forth above. 5. Appeals pursuant to subsections 1 through 3 above must include a description of the issues in dispute, evidence in support of the request, and a description of the relief sought. 6. The appealing Party shall be notified of the determination by the other Party no later than thirty (30) days following receipt of the request. 7. If the determination is not provided within the thirty (30) day period or the appealing Party is not satisfied with the determination it may initiate non- binding mediation pursuant to Section 8.01C and by notifying the other Party within thirty (30) days of receipt of the determination. I. Mediation. Upon timely initiation of mediation, the parties shall agree upon a mediator. The mediator's fees shall be borne in equal shares by the parties. Unless agreed otherwise, all other related costs incurred by the parties shall be the sole responsibility of the party incurring the cost. The mediator shall, in consultation with the parties, determine a process and schedule for the mediation. In the event the parties cannot resolve the matter through non - binding mediation, either party may institute an action in any Superior Court of competent jurisdiction. J. By mutual consent, the parties may forego non - binding mediation and seek binding arbitration or judicial relief. K. Amendments to this Agreement, standard Plan Fee Schedules, manuals, policies, administrative rules, procedures, policies or programs and other items listed in Section 3.06 shall not be subject to dispute resolution under this Section 8.01. However, whether such amendments have been proposed and made in compliance with the terms of this Agreement and with applicable law is subject to dispute resolution hereunder. L. All notices and correspondence pursuant to this section shall comply with the terms of Section 9.05." 12. PART 9, Section 9.02, ( "Assignment "): this section is deleted in its entirety, renamed "Assignment /Change in Ownership or Control" and replaced with the following: PREMERAFirst PROVIDER AGREEMENT AMENDMENT TO AGREEMENT CPA8 (7/14) A. A:ssi Ynrnent or l "ransfer. Provider shall not assign or transfer, or attempt to assign or transfer, the rights, duties or obligations of this Agreement, in whole or in part, including but not limited to assignment or transfer by operation of law, to another Provider, Practitioner, person or entity, or apply or attempt to apply the terms of this Agreement, in whole or in part, to Covered Services provided to Enrollees by another Provider, Practitioner, person or entity, without Plan's prior written consent. B. Chaff a in C)wnerslri) or Control. Any change in ownership or control of Provider, in whole or in part, directly or indirectly resulting by or from operation of law, merger, acquisition, affiliation, consolidation, stock transfer, asset sale, lease, corporate dissolution or otherwise, shall be deemed an assignment or transfer, or attempted assignment or transfer, of this Agreement that requires Plan's prior written consent. In the event of any such change or attempted change in ownership or control of Provider, or in the event Provider operates or does business under another name or with another Provider, Practitioner, person or entity, then this Agreement shall continue in full force and effect with respect to Covered Services provided by Provider to Enrollees. If Plan merges or consolidates with another entity or does business under another name or with another entity, this Agreement will continue in full force and effect." 13. PART 9, Section 9.05, ( "Notices "): this section is deleted in its entirety and replaced with the following: A. All notices required pursuant to Section 6.02 (Termination), 3.04 (Credential i ng), 3.07 (Insurance), 3.08 (Licensure), 4.03 (Refunds), and 8.01 (Dispute Resolution) must be in writing and mailed, postage prepaid, to the other party at the principal address shown in this Agreement or to such other address as may be provided by one party to the other. Notices under this subsection 9.05(A) shall be deemed to have been made when delivered. B. All other notices required by this Agreement may be made via one or more of the following methods: 1. U.S. mail, postage prepaid, to the other party at the principal address shown in this Agreement or to such other address as may be provided by one party to the other; 2. Facsimile transmission, to the fax number agreed to in writing between the parties; 3. E -mail, to the e-mail address agreed to in writing between the parties; 4. Web site posting, Plan may post notices to its provider web site. Notices under this subsection 9.05(B) shall be deemed to have been made when mailed or sent and for web site posting notification, notice shall be deemed to have occurred on the date of posting by Plan." 14. PART 9, Section 9.07, ( "Confidentiality "): this section is deleted in its entirety and replaced with the following: A. Unless disclosure is required under applicable law, neither party will disclose the terms or contents of this Agreement and /or any of the attachments, addenda, amendments and exhibits without the prior written consent of the other party, which consent shall not be unreasonably withheld. In addition, neither Party shall disclose the substance of any ongoing contractual negotiations without the prior written consent of the other Party. The rates, formulas and PREMERAFirst PROVIDER AGREEMENT AMENDMENT `ro AGREEMENT 5 PCPANIB (7/14) pricing methodologies used by either the Provider or Plan shall be deemed as proprietary and shall not be disclosed to any third party without the prior written consent of Provider or Plan. B. Provider and Plan acknowledge they are both subject to state and federal privacy laws and agree to comply with all applicable laws. C. Notwithstanding the foregoing, Plan may disclose all relevant information necessary to comply with any pricing, quality, or related transparency initiative in its sole discretion without the prior consent of Provider." 15. PART 9, Section 9.11, ( "Subcontracts "): a new Section 9.11 is added to the Agreement as follows: "Any subcontract arrangement entered into by Provider for the delivery of Covered Services to Enrollees shall be in writing and shall bind Provider's subcontractors to the terms and conditions of this Agreement." The effective date of this amendment is January 1, 2015. All other terms and conditions of the Agreement remain unchanged, except as specified in this or any other amendment to the Agreement. PREMERAFirst, INC. BY: Signature Rich Maturi Print or Typed Name SVP, Health Care Delivery Systems Title PREMERAFirst PROVIDER AGREEMENT AMENDMENT To AGREEMENT 6 PCPAM8 (7/14) PREMERAFirst PROVIDER AGREEMENT COMPENSATION EXHIBIT A JEFFERSON COUNTY 1'Lll3I.1C HEALTH EFFECTIVE: This Compensation Exhibit applies to all Plan commercial products including the Federal Employee Program. The following describes the payment terms of the Plan Fee Schedule under this Agreement. PART 1 COMPENSATION 1.01 Fee, for Service 11' alntents, A. Plan shall pay Provider either billed charges or Plan Fee Schedule, whichever is less, for Covered Services provided to Enrollees. Such payments shall be reduced by the amount of applicable deductibles, co- payments, coinsurance or coordination of benefits payments as set forth in Section 4.01 of the Agreement. B. Upon Provider request at the initiation of this Agreement, Plan will furnish Provider with the Plan Fee Schedule associated with high volume services as determined by Plan. C. Plan will provide Provider notice of any change in the Plan Fee Schedule pursuant to Section 7.01 of the Agreement. This Compensation Exhibit supersedes any previous terms that set forth Provider payment for Covered Services provided to Enrollees. The PremeraFirst Provider Agreement shall remain unmodified and in full force and effect, except as specified in this Exhibit or any other amendment to the Agreement. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Compensation Exhibit in duplicate original. JEFFERSON COUNTY PUBLIC HEALTH PREMERAFirst, INC. BY: Signature Print or Typed Name Title Date Signed Tax ID #: i COMPENSATION EXHIBIT A M 'E 1 BY_:_ Signature Rich Maturi Print or Typed Name SVP, Health Care Delivery Systems Title MOM PREMERAFirst PROVIDER AGREEMENT ATTACHMENT A TO COMPENSATION EXHIBIT A TIERING STANDARDS EFFECTIVE: JEFFERSON COUNTY PUBLIC HEALTH Plan and Provider have entered into an agreement under which Provider will provide Covered Services to Plan Enrollees enrolled in Plan's products. Below are the criteria for Tier Designation. TIER 1 — Any Provider who does not have an agreement with Plan will be assigned to Tier 1. Providers assigned to Tier 1 are out -of- network for all Plan products. TIER 2 — Any Provider who has an agreement with Plan and does not meet the criteria for Tiers 3 or higher will be assigned to Tier 2. Providers assigned to Tier 2 are in the following Networks: Global, Heritage, LifeWise Preferred. TIER 3 — Any Provider, who has an agreement with Plan, accepts the Plan Fee Schedule, and who has admitting privileges at a Tier 3 Facility will be assigned to Tier 3. Providers assigned to Tier 3 are in the following Networks: Global, Heritage, Foundation, LifeWise Preferred. TIER 4 — Any Provider, who has an agreement with Plan, accepts the Plan Fee Schedule, and who has admitting privileges at a Tier 4 Facility will be assigned to Tier 4. Providers assigned to Tier 4 are in the following Networks: Global, Heritage, Foundation, Heritage Prime, Heritage Signature, LifeWise Preferred, LifeWise Connect. Plan may make exceptions to these criteria in assigning Providers to Tiers, based upon considerations such as Plan or market needs or the need to ensure adequate access to a network provider for Enrollees, as determined by Plan. PREMERAFirst PROVIDER AGREEMENT PAGE I ATTACHMENT A (TIERING STANDARDS) PC PTSA8 (1/14)