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15 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org Consent Agenda July 8, 2016 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST non F_((-�FE[I'\\'/ TO: Board of County Commissioners AUb U ?. 2016 Dennis Richards, County Administrator JEFFERSON COUNTY ='ROSECUTING ATTORNEY FROM: Vicki Kirkpatrick, Director DATE:0Ip (b SUBJECT: Agenda Item — Physician Group Agreement with Aetna Health, Inc. for Provider Services; upon signature — until terminated; fee for service STATEMENT OF ISSUE: Jefferson County Public Health, Community Health, is requesting Board approval of the Physician Group Agreement with Aetna Health, Inc. for Provider Services; upon signature — until terminated; fee for service ANALYSIS/ STRATEGIC GOALS/PRO'S and CON'S: JCPH currently has an existing practitioner agreement with Aetna Health, Inc. insurance provider. This agreement updates language and allows JCPH to bill and collect for clinic services provided to clients who are insured by Aetna Health, Inc. At present, there are several clients insured by Aetna Health for which we provide services such as family planning, immunizations, etc. By continuing our status as a Preferred Provider we impart a savings to our client in out-of-pocket deductibles and charges. This plan is a benefit to the patient, as they will choose their provider accordingly. FISCAL IMPACT/COST BENEFIT ANALYSIS: This is a fee for service contract. RECOMMENDATION: JCPH management request approval of the Physician Group Agreement with Aetna Health, Inc. for Provider Services; upon signature — until terminated; fee for service ZREVIEWED-BY: WPCjtyAclrni�ni r Date Community Health Developmental Disabilities 360-385-9400 360-385-9401 (f) Always working for a safer and healthier community Environmental Health Water Quality 360-385-9444 (f) 360-379-4487 PROVIDER AGREEMENT PRODUCT PARTICIPATION AND SIGNATURE SHEET The Provider Agreement consists of the following parts: i) This Product Participation and Signature Sheet (the "Signature Sheet") which lists the types of Products that Provider will participate in as of the Effective Date; ii) General Terms and Conditions applicable to Provider's network participation; iii) One or more State Compliance Addenda that contain state -specific requirements applicable to certain types of Products and/or health care provider -types; and iv) One or more Product Addenda that set forth additional terms of Provider's participation in specific Products; v) One or more service and rate, reimbursement or compensation schedules (the "Service and Rate Schedules") that contain the rates and related provisions for specific Products. The Signature Sheet, General Terms and Conditions, State Compliance Addenda, Product Addenda and Service and Rate Schedules, together with any related exhibits, addenda and appendices, are collectively referred to throughout the documents as the "Agreement." In the event of a conflict in language between the General Terms and Conditions and a Product Addendum or Service and Rate Schedule, the terms of the applicable Product Addendum and corresponding Service and Rate Schedule will prevail. In the event of a conflict between an applicable State Compliance Addendum and any other part of the Agreement, the terms of the State Compliance Addendum will prevail, but only with respect to the particular line of business (e.g., fully insured HMO) or Product. Various Products may be offered by separate Company Affiliates and each such Affiliate is deemed to be a Party to the Agreement. By executing this Signature Sheet, Provider agrees to participate in the Product categories identified below with a check mark. Each Product category is described more fully in the applicable Product Addendum. New types and categories of Products may be added and participation in specific Products may be added or terminated in accordance with the terms of the Agreement: ✓ Commercial Health Medicare Institutes of Excellence® (IOE) Transplant Network (subject to separate approval by Company) Medical Rental Network Workers' Compensation Network Auto Network Other Provider Agreement (20 16) Page 1 of 21 V.2.0.04.16 In consideration of the mutual covenants and promises stated herein and for other good and valuable consideration, JEFFERSON COUNTY PUBLIC NEALTH, on behalf of itself and any and all Group Providers, and all persons and entities that provide Covered Services billed under the Agreement (collectively referred to in the Agreement as "Provider"), and Aetna Health Inc., a Pennsylvania corporation, Aetna Life Insurance Company and Aetna Health Management, LLC, on behalf of themselves and their Affiliates, (collectively referred to in the Agreement as "Company"), agree to be bound by the Agreement. The Effective Date of the Agreement is PROVIDER (Agreeing to contract with Aetna Life Insurance Company and Aetna Health Management, LLC) By: PROVIDER (Agreeing to contract with Aetna Health Inc. and Aetna Health Management, LLC) By: Printed Name: KATHLEEN KLER Title: CHAIR, JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS Date: FEDERAL TAX I.D. NUMBER: 91-6001322 Provider contract notice address: Name: JEFFERSON COUNTY PUBLIC IIEALTH Address: 615 SHERIDAN STREET City, State, Zip: PORT TOWNSEND, WA 98368 Phone Number: (360) — 385 — 9400 Provider contract notice email address: Email: VERONICA CO.JEFFERSON.WA.US COMPANY By: Printed Name: Title: Date: Company: Aetna Regional Network Contracting and Operations, F953 2850 Shadelands Drive, Suite 200 Walnut Creek, CA 94598 AND Aetna Network Management 600 University Street One Union Square, Suite 920 Seattle, WA 98101 Provider Agreement (2016) Page 2 of 21 v.2.0.04. 16 TABLE OF CONTENTS FOR GENERAL TERMS AND CONDITIONS 1.0 DEFINITIONS........................................................................................ ............................................................................5 2.0 PROVIDER SERVICES AND OBLIGATIONS.............................................................................................................. 7 2.1 2.2 2.3 2,4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 3.0 3.1 3.2 3.3 4.0 4.1 4.2 4.3 5.0 5.1 5.2 5.3 5.4 5.5 6.0 6.1 6.2 6.3 6.4 6.5 6.6 7.0 PROVISION OF SERVICES. ..............................................,.............................................7 I /� NON-DISCRIMINATION......................................................7 PROVIDER REPRESENTATIONS........................................................................................................................8 ,..........14 GROUP PROVIDER PARTICIPATION/NEW GROUP PROVIDERS.........................................................................9............... PROVIDER CAPACITY ........................................ ............. ...................... .. ................. ........................ 9 PROVIDER/GROUP PROVIDER INFORMATION..................................................................................................9 NOTICESAND REPORTING.....................................................................................................................15 ADMINISTRATIVE OBLIGATIONS OF PRIMARY CARE PROVIDE?RS.................................................................10 INFORMATION AND RECORDS ...................................................... .,,..........,...,.,.......,............,........................15 ADMINISTRATIVE OBLIGATIONS OF GROUP PROVIDERS O'1 LIIi12 THAN PRIMARY CARL: PROVIDERS ............. 10 REFERRALS AND PRESCRIPTIONS................................................................................................................. 10 PROVIDERS' INSURANCE ......... ........................................ ........................ ..................................................... I l PRODUCTPARTICIPATION........................................................................................................................... I 1 CONSENTS TO RELEASE MEDICAL. INFORMATION .......... ......................... ,.................................. ,............... .. I 1 ENCOUNTERDATA ............................. .......... ................... .,................................... .............. ,,........................ 12 COMPANYOBLIGATIONS..........................................................................................................................................12 COMPANY'S COVENANTS.............................................................................................................................12 COMPANYREPRESENTATIONS ......................... ........... ,............................ ..................................................... 12 COMPANY'S INSURANCE ......... .................................... .......... .......................... .... ..... .................... ...... ,........... 12 CLAIMS SUBMISSIONS, RATE AND MEMBER BILLING.....................................................................................12 CLAIMSUBMISSION AND PAYMENT............................................................................................................. I /� COORDINATIONOF BENEFITS.......................................................................................................................14 MEMBERBILLING .... ....... ................. ............. ................. ................... ................................................ ,..........14 COMPLIANCEWITH POLICIES................................................................................................................................. 15 POLICIES.... .............................................................................,........................................................15 NOTICESAND REPORTING.....................................................................................................................15 INFORMATION AND RECORDS ...................................................... .,,..........,...,.,.......,............,........................15 QUALITY, ACCREDITATION REVIEW AND Rlsl'OIiT[NG C-TIVITIES..............................................................16 PROPRIETARYINFORMATION..................................................................................................................16 TERMAND TERMINATION......................................................................................................................................... 17 TERM...........................................................................................................................................................17 TERMINATION WITHOUT CAUSE...................................................................................................................17 TERMINATIONFOR BREACH.........................................................................................................................17 1MMEDIATE 'TI:RMINATION OR SUSPENSION.................................................................................................17 OBL.IGATION5 FOU.OWING TERMINATION....................................................................................................18 OBLIGATIONS DURING DISPUTr RESOLUTION PROCEEDINGS.............................................................._......18 RELATIONSHIPOF THE PARTIES............................................................................................................................ 18 7.1 INDEPENDENT CONTRACTOR STATUS/RELATIONSHIP.................................................................................. 16 7.2 USE OF NAME..............................................................................................................................................19 7.3 1NTERFERE.NCI- WITI I CONTRACTUAL. RI7L.ATION5........................................................................................19 8.0 DISPUTE RESOLUTION................................................................................................................................................ 19 8.1 Mi mBrR GRIEVANCE DISPUTE Rrsol.uTION...............................................................................................19 8.2 DISPUTE RE -OI..UTION AND MEDIATION. 8.3 ARBITRATION..............................................................................................................................................19 Provider Agreement (2016) Page 3 of 21 V2.0.04.16 9.0 MISCELLANEOUS......................................................................................................................................................... 20 9.1 NO THIRD PARTY BENEFICIARIES................................................................................................................20 9.2 ENTIRE AGREEMENT/AMENDMENTS............................................................................................................20 9.3 WAIVER ................................... ........... .................................... .................................................................20 9.4 GOVERNING LAW........................................................................................................................................20 9.5 LIABILITY.....................................................................................................................,..............................20 9.6 SEVERABILITY.............................................................................................................................................20 9.7 SIJCCES5URS: ASSIGNMEN..........................................................................................................................20 9.8 NOTICES......................................................................................................................................................21 9.9 NON-EXCLUSIVITY.......................................................................................................................................21 9.10 REPRESENTATION BY COUNSEL...................................................................................................................21 Provider Agreement (2016) Page 4 of 21 V.2.0.04.16 GENERAL TERMS AND CONDITIONS 1.0 DEFINITIONS When used in this Agreement, all capitalized terms shall have the following meanings: 1.1 Affiliate. Any corporation, partnership or other legal entity directly or indirectly owned or controlled by, or which owns or controls, or which is under common ownership or control with Company. 1.2 Clean Claim. Unless otherwise required by law or regulation, a claim which: (a) is submitted within the proper timeframe as set forth in this Agreement; (b) has: (i) detailed and descriptive medical and patient data; (ii) a corresponding referral (whether in paper or electronic format), if required for the applicable claim; and (iii) whether submitted via an electronic transaction using permitted standard code sets (e.g., CPT -4, ICD -10 or its successor standard, HCPCS) as required by the applicable Federal or state regulatory authority (e.g., U.S. Dept. of Health & Human Services, U.S. Dept. of Labor, state law or regulation) or otherwise, all the data elements of the UB -04 or CMS -1500 (or successor standard) forms (including but not limited to Member identification number, national provider identifier ("NPI"), date(s) of service, and complete and accurate breakdown of services); (c) does not involve coordination of benefits; and (d) has no defect or error (including any new procedures with no CPT code, experimental procedures or other circumstances not contemplated at the time of execution of this Agreement) that prevents timely adjudication. 1.3 Confidential Information. Any information that identifies a Member and is related to the Member's participation in a Plan, the Member's physical or mental health or condition, the provision of health care to the Member or payment for the provision of health care to the Member. Confidential Information includes, without limitation, "individually identifiable health information," as defined in 45 C.F.R. § 160.103 and "non-public personal information" as defined in laws or regulations promulgated under the Gramm -Leach - Bliley Act of 1999, as amended from time to time. 1.4 Covered Services. Those health care services for which a Member is entitled to receive coverage or program benefits under the terms and conditions of a Plan. 1.5 Emergency Services. Except as otherwise required by law or otherwise defined in the applicable Plan, those services necessary to treat a medical condition manifesting itself by acute symptoms of sufficient severity (including severe pain) such 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: (a) placing the health of the individual (or, with respect to a pregnant woman, her pregnancy or health or the health of her fetus) in serious jeopardy; (b) serious impairment to bodily functions; or (c) serious dysfunction of any bodily organ or part. 1.6 Group. A Provider that consists of more than one licensed health care provider whose services are provided and billed under the terms of this Agreement. 1.7 Group Provider. A duly licensed, certified and qualified health care/ancillary services provider (e.g., nurse practitioner, chiropractor, mental health/substance abuse professional, optometrist, podiatrist, primary care physician, specialist physician, etc...) rendering Provider Services to Members who, when Provider is a Group, is: (a) employed by Provider; (b) a partner or shareholder of Provider; (c) contracted with Provider to provide services under this Agreement. 1.8 Material Change. Any change in Policies that could reasonably be expected, in Company's determination, to have a material adverse impact on: (i) Provider's rate for Provider Services; or (ii) Provider administration. 1.9 Medically Necessary. Health care services that a physician 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 Provider Agreement (2016) Page 5 oF21 V.2.0.04.16 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 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. For these purposes, "generally accepted standards of medical practice" means standards that are based on credible scientific evidence published in peer-reviewed medical literature generally recognized by the relevant medical community or otherwise consistent with the standards set forth in (b) above. 1.10 Member. An individual covered by or enrolled in a Plan. Member includes the subscriber and any of the subscriber's eligible dependents. 1.11 Participating Provider. Any duly licensed and certified health care provider involved in the delivery of health care or ancillary services who or which has entered into or is bound by a current valid contract with Company to provide Covered Services to Members, and, where applicable, has been credentialed according to Company's Credentialing Criteria and policies, by Company or its designee. 1.12 Participation Criteria. Participation criteria of Company, as updated from time to time, that apply to various types of Participating Providers and which must be satisfied and maintained in order for Provider to serve and continue to serve as a Participating Provider. 1.13 Party. Company or Provider, as applicable. 1.14 Payer. A plan sponsor and/or other person or entity that is authorized by Company to access one or more networks of Participating Providers and which: (a) is liable for funding or underwriting payments for benefits provided under a Plan, and/or has financial responsibility to pay for Covered Services rendered to Members; or (b) which is not financially responsible to pay for Covered Services but which contracts with persons or entities that are financially responsible to pay for Covered Services rendered to Members. Payers include, but are not limited to, Company, insurers, employers, third party administrators, labor unions, trusts, and associations. 1.15 Plan. A Member's health care benefits or program as set forth in the Member's summary plan description, certificate of coverage, evidence of coverage, Medicare Plan or other applicable coverage or program document. 1.16 Policic . The policies and procedures of Company which relate to this Agreement and applicable Products. Policies include, but are not limited to, Participation Criteria, Plan appeals policies and those policies and procedures set forth in Company's manuals, health care professional toolkits, clinical policy bulletins and other policies and procedures (as modified from time to tune), and made available via Company's internet website, letter, newsletter, electronic mail or other media. Policies ray vary by Affiliate and/or Plan. 1.17 Prima» Care Provider. A Participating Provider whose area of practice and training is family practice, general medicine, internal medicine or pediatrics, or who is otherwise designated as a Primary Care Provider by Company, and who has agreed to provide primary care services and to coordinate and manage all Covered Smices for Members who have selected or been assigned to such Participating Provider, if the applicable Plan provides for a Primary Care Provider. This term may also include a nurse practitioner and/or physician assistant practicing within the applicable scope of practice, provided such provider meets Company standards and Policies. 1.18 Product. A health care product, plan, or program, in which Provider participates under this Agreement, as set forth in the applicable Product Addendum(a). 1.19 proprietary Information. Any and all proprietary, non-public information of a Party, whether prepared by a Party, its advisors or otherwise, relating to such Party, whether furnished prior to or after the Effective Bate. Provider Agreement (2016) Page 6 of 21 V.2.0.04.16 1.20 Provider Services. Those health care services which are within the scope of the respective Provider's license and certification to practice. 1.21 SRecially Program. A Company established program for a targeted group of Members with certain types of illnesses, conditions or cost or risk factors (e.g., organ transplants, women's health, other disease management programs, etc.). 2.0 PROVIDER SERVICES AND OBLIGATIONS 2.1 Provision of Services. 2.1.1 Availability of Services and Rates. Provider will provide Covered Services to Members in accordance with this Agreement including, but not limited to, the terms and rates set forth in the applicable Product Addenda and Service and Rate Schedules. Except as stated otherwise in the applicable Participation Criteria, Provider will make Provider Services available to Members on a twenty-four (24) hour per day, seven (7) day per week basis, according to generally accepted standards of medical practice. Provider understands and agrees that no health care provider shall render Covered Services to Members under this Agreement or otherwise serve as a Participating Provider unless and until such Provider: (a) has fully and satisfactorily completed Company's credentialing process and is approved by the applicable peer review committee; and (b) continues to comply with Company's Participation Criteria. 2.1.2 Services by Providers who are Groups. Except as specifically stated otherwise in the Agreement or specifically inapplicable to the provider type, all provisions of and obligations under the Agreement applicable to Provider shall also apply to all Group Providers and other persons and entities that provide Covered Services to Members, whether on a regular or on-call coverage basis. 2.2 Non -Discrimination. 2.2.1 'Equitable Treatment of Members, Provider shall render Provider Services to Members with the same degree of care and skill as customarily provided to Provider's patients who are not Members, according to generally accepted standards of medical practice. Provider and Company agree that Members and non -Members should be treated equitably. Provider agrees not to discriminate against Members on the basis of race, ethnicity, gender, creed, ancestry, lawful occupation, age, religion, marital status, sexual orientation, mental or physical disability, medical history, color, national origin, place of residence, health status, claims experience, evidence of insurability (including conditions arising out of acts of domestic violence), genetic information, source of payment for services whether as a private purchasers of the plan or as participants in publicly financed programs of health care services, cost or extent of Provider Services required, Medicare or Medicaid beneficiary status, or on any additional grounds prohibited by law or this Agreement. 2.2.2 Affirmative Action. Company is a Federal contractor and an Equal Opportunity Employer which maintains an Affirmative Action Program. Provider is an Equal Opportunity Employer which maintains an Affirmative Action Program. Whether or not providing services to Members of government programs, Provider, on behalf of itself and any subcontractors, agrees to comply with the following, as amended from time to time: Executive Order 11246, the Vietnam Era Veterans' Readjustment Assistance Act, the Drug Free Workplace Act of 1988, Section 503 of the Rehabilitation Act of 1973, Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975, ilhe Health Insurance Portability and Accountability Act of 1996 ("HIPAA") Administrative Simplification Regulations at 45 CFR parts 160, 162, and 164, the Americans with Disabilities Act, Federal laws, rules and regulations designed to prevent or ameliorate fraud, waste, and abuse, including, but not limited to, applicable provisions of Federal criminal law, the False Claims Act (31 U.S.C. 3729 et. seq.), and the anti -kickback statute (Section 112813(b)) of the Social Security Act), and any similar laws, regulations or other legal mandates applicable to recipients of Federal funds and/or transactions under or otherwise subject to any government contract of Company. Provider Agreement (2016) Page 7 of 21 V.2.0.04.16 2.3 Provider Representations. 2.3.1 Contracting Authority. Provider acknowledges, represents and warrants that: (a) it has the legal authority to negotiate and enter into this Agreement on behalf of itself, all Group Providers and any and all other persons and entities that provide Covered Services subject to this Agreement and that it is authorized to bind all such persons and entities to the terms hereof; (b) except as specifically stated otherwise in this Agreement, all provisions of the Agreement, including, but not limited to, all applicable Product Addenda and Services and Rate Schedules, shall apply to all Group Providers and other persons and entities that provide Covered Services under this Agreement; (c) it shall take all steps necessary to cause all Group Providers and all other persons and entities that provide Covered Services under this Agreement to comply with the Agreement and all applicable Federal and state laws, rules and regulations and, if applicable, to perform all requirements applicable to government programs (including, but not limited to Medicare, if applicable); (d) it shall require all Group Providers and all other persons and entities that provide Covered Services under this Agreement to accept the rates set forth in the Agreement and to look solely to Provider for payment; and (e) this Agreement has been signed by its duly authorized representative. 2.3.2 General Representations. Provider represents and warrants that, as applicable, it and all Group Providers: (a) have and shall maintain, throughout the term of this Agreement, all license(s), certification(s) and accreditation(s) required by Federal and/or state law, as well as by Company's applicable Participation Criteria; (b) with respect to each Group Provider that is a physician or who is serving as a Primary Care Provider or who is otherwise prescribing medication, as well as any other provider type so required by Company's Participation Criteria, shall: (i) maintain an unrestricted DEA certification and license to practice medicine in all state(s) in which Provider maintains offices and provides Covered Services to Members; (ii) be board certified in the applicable specialty (or board eligible if approved by Company's exception process); and (iii) have and maintain throughout the term of this Agreement unrestricted hospital privileges at a Participating Provider hospital; (c) have not been: (i) excluded from participation in any Federal or state -funded health program; or (ii) listed in the National Practitioner Data Bank ("NPDB"); (d) will remain throughout the term of this Agreement, in compliance with all applicable Federal and state laws and regulations related to this Agreement and the services to be provided under this Agreement; and (e) are certified for participation under Medicare and Medicaid (Titles XVIII & XIX) of the Social Security Act for all Provider Services. 2.3.3 Oualified Personnel. Provider represents that it has established an ongoing quality assurance/assessment program which includes, but is not limited to, credentialing of employees and subcontractors. Upon request, Provider shall supply to Company the relevant documentation, including, but not limited to, internal quality assurance/assessment protocols, state licenses and certifications and Federal agency certifications and registrations. Provider further represents that all personnel employed by, associated or contracted with Provider who treat Members: (a) are and shall remain throughout the term of this Agreement appropriately licensed and/or certified and supervised (when and as required by state law), and qualified by education, training and experience to perform their professional duties; and (b) shall act within the scope of their licensure or certification, as the case may be. Company may audit compliance with this Section 2.3.3 upon prior written notice. 2.3.4 Financial Interest. Unless disclosed in advance and in writing to Company and the affected Member, Provider shall not provide or accept kickbacks or payments, or refer or accept referrals from, any hospitals, physician practices or other persons or entities in which it has a financial interest. Provider represents and warrants that any such payments and/or referrals shall be in full compliance with applicable Federal and state laws and regulations. Provider shall not impose financial penalties or other additional costs on Members who elect not to receive services from health care providers in whom Provider has a financial interest. Provider Agreement (2016) Page 8 of 21 V.2.0.04.16 2.3.5 Offsh,orins. Provider represents and warrants that it does not use any individual or entity (including, but not limited to, any employee, contractor, subcontractor, agent, representative or other individual or entity) to perform any services for Plans if the individual or entity is physically located outside of one of the fifty United States or one of the United States Territories ("Offshore Entity"), unless Company, in its sole discretion, agrees in advance, in writing, to the use of such Offshore Entity and Provider and such Offshore Entity consent to Company's right to audit prior to and during the provision of Provider Services for Plans. Provider understands and agrees that certain Payers may not allow Provider to serve as a participating provider for their Plans if Provider utilizes Offshore Entities. 2.3.6 Notice of Breach/Additions or Deletions of Group Providers. Provider shall notify Company in writing, within five (5) business days, of its becoming aware of a breach of or failure to maintain compliance with any of the requirements of Section 2.3. 2.4 C;roup_i'ro_rci[%r i�articiPatioo/New Group Ptnyi(lers. Except as specifically directed otherwise by Company, or agreed otherwise in advance, in writing, by Company, all Group Providers must serve as Participating Providers, subject to the requirements of this Agreement. Provider agrees, and shall require Group Providers to agree, that in the event of any inconsistency between this Agreement and any other contracts into which Group Provider may have entered with Provider or another Group Provider, the terms of this Agreement shall control. Upon request by Company, Provider shall provide or cause to be provided copies of its contracts with Group Providers, if any, to Company. Notwithstanding the foregoing, if, after the Effective Date, a new provider becomes a Group Provider, including, but not limited to, as the result of an acquisition or otherwise, and such provider is already participating with Company via an existing participation agreement, Company reserves the right to continue to pay such new Group Provider according to the terms of its existing agreement(s) with Company. Provider shall, at Company's request, require any such new Group Providers to accept their already existing contract rates with Company as payment in full, until such time as Company and Provider negotiate and implement new rates acceptable to both parties or the new Group Provider's existing agreement is terminated in accordance with its terms. 2.5 Provider Capacity. Provider shall provide, at the earliest possible time, notice to Company of any significant changes in the capacity of Group or Group Providers to provide or arrange for the provision of Covered Services to Members as contemplated by this Agreement, including, but not limited to, any material reduction in the number of Group Providers. 2.6 ProviderlGroup Provider Infonnation. Prior to the Effective Date, and for each office/site in which Provider Services are rendered to Members, Provider shall provide or cause to be provided to Company a complete list of its and of all Group Providers' names, office and/or service addresses, office hours, email addresses, telephone and facsimile numbers, areas of practice or specialty and tax identification numbers. Provider shall notify or cause to be notified Company, in writing, within seven (7) business days of any change in this information, as well as any additions to the list of Group Providers. Provider shall provide to Company at least ninety (90) days prior notice (or, if Provider does not receive at least ninety (90) days prior notice, then such notice as Provider actually receives) of the termination, for any reason, of a Group Provider's relationship with Provider. Provider shall obtain a completed credentialing application to become a Group Provider from each Group Provider, and shall, at Company's request, make available to Company any credentialing material held by or accessible to Provider. Provider shall obtain all necessary releases from Group Providers to permit Provider to release said credentialing files to Company, and Company shall be entitled to presume that such releases have been obtained. Provider Agreement (2016) Page 9 of 21 V.2.0.04.16 2.7 Administrative Oblimlions of P17mai C:a�vidcrs. Each Primary Care Provider, if any, providing Covered Services under this Agreement shall comply with the following: 2.7.1 Coordination of Care. Primary Care Providers shall arrange and coordinate the overall provision of Covered Services to Members under the terms and conditions of the applicable Plan. Primary Care Providers shall provide or arrange for the provision of Covered Services, including, without limitation, urgently needed services or Emergency Services, regardless of whether the Primary Care Provider has previously seen or treated the Member. 2.7.2 Closed Panel. Provider and Company agree that a broad selection of physicians is important to Members and that Members expect physicians listed in Company's directories to be available to them. Accordingly, only upon at least ninety (90) days prior written notice with good cause acceptable to Company, Provider or any Group Provider may prospectively decline to accept new Members as patients. To prevent discrimination against Company or its Members, for such time as Provider or a Group Provider declines to accept new Members as patients, such Provider or Group Provider shall not accept as patients additional members from any insurer, entity or organization which competes with Company. 2.8 Administrative Obli anions of Group Provid r Other than Priniaiy CqnLProvidem. To the extent a referral is required by the applicable Plan, Provider/a Group Provider who is not a Primary Care Provider shall, except for Emergency Services, provide Covered Services to Members only upon prior referral of such patients by a Primary Care Provider an prescribed forms or by electronic means as instructed by Company; and promptly submit a report on the treatment of each Member to the referring Primary Care Provider, if applicable. Except for Emergency Services, payment for retroactive referrals shall be subject to adjustment or denial by Company. 2.9 Referrals tend Prescription . 2.9.1 Referrals and Utilization of Participating provider. For all Plans; except as prohibited by law, Provider agrees to refer, and/or admit or arrange for admission of Members only to Participating Provider hospitals and facilities (including, but not limited, to surgery centers), and other Participating Providers directly contracted with Company unless the referral, and/or admission is either authorized in advance by Company, or in cases of Emergency Servtaes afller informed consent of the patient has been documented, in writing, as set forth in subsection 2.9.2 below. For the purpose of providing quality care to Members, Provider shall furnish to other physicians and providers treating a Member all relevant medical information, including treatments and diagnostic tests, related to such Member. 2.9.2 R)ec uirements for Utilization of Non -Participating Providers. For Members who have a Plan that allows for benefits for services rendered by providers who are not Participating Providers, if Provider admits or arranges for admission to a non -Participating Provider (including, but not limited, to surgery centers), or refers a Member to a non -Participating Provider, Provider shall document the Member's written consent, and that the Member has been provided with notice of the following information; 1) the hospital, facility, or provider is not a Participating Provider; and 2) the Member's Plan may, therefore, provide reduced benefits; and 3) the non -Participating Provider will not be restricted to seeking payment only from Company; and 4) the non -Participating Provider may bill the Member for amounts other than deductibles, co- payments, coinsurance, and medical services not covered under the Member's Plan; and 5) Provider's affiliation or financial ownership interest in or with the non -Participating Provider, if any. Provider Agreement (2016) Page 10 of 21 V.2.0.04.16 A copy of the Member's written consent and the notice outlined above shall be kept in the patient's file. Company shall make available a forth which may be used for such purpose. 2.9.3 Emergency Care. Emergency admission to and continued hospital stay at non -Participating Providers shall be reviewed by Company, and Provider shall cooperate and facilitate Company's review of any emergency admissions at a non -Participating Provider to determine whether the Member should be transferred to continue care to a Participating Provider hospital in order to receive the maximum benefits available under the Member's Plan, 2.9.4 Prescribing Medications. For Members with Company pharmacy plans, Providers agree to use best efforts to prescribe medications in accordance with the applicable drug formulary. The drug formulary(ies) may be modified from time to time by Company. 2.10 Providers' Insurance. Provider agrees to procure and maintain, throughout the term of this Agreement, such policies of general and professional liability and other insurance at minimum levels as required by state law, or in the absence of a state law specifying a minimum limit, an amount customarily maintained by physicians in the state or region in which the Provider operates. Such insurance coverage shall cover the acts and omissions of Provider as well as those of any Group Providers and its/their agents and employees. Provider agrees to deliver certificates of insurance or other docurnentation as appropriate to show evidence of such coverage to Company upon request. Provider agrees to make best efforts to provide to Company at least thirty (30) days advance notice, and in any event will provide notice as soon as reasonably practicable, of any cancellation or material modification of these policies. 2.11 ProdueL Participation. As of the Effective Date, Provider agrees to participate in the Products designated on the Signature Sheet to this Agreement. Company reserves the right to introduce and designate Provider's (and/or any specific Group Provider(s)') participation in new Specialty Programs or products (including, but not limited to, Medicare and/or other government program products) during the term of this Agreement and will provide Provider with at least ninety (90) days advance written notice of such new Specialty Programs/products, along with associated terms and rates and, if applicable, new or amended Product Addendum(a) that describe the applicable Specialty Program/products. Provider shall have thirty (30) days from receipt of Company's notice to notify Company in writing that Provider elects not to participate in a new Specialty Program/product; provided, however, that a variation of a current Specialty Program or Product at then - current rates and terms shall not be considered to be a new Specialty Program or product under this paragraph. Provider's failure to provide such notice shall automatically be deemed to constitute Provider's acceptance of the new Specialty Program or product and associated terms and rates. Nothing in this Agreement shall require that Company identify, designate or include Provider and/or Group Providers as a participant or preferred participant in any specific Specialty Program, Product (or Product variation), generally, or for any specific Payers/customer(s); provided, however, that Provider shall accept compensation in accordance with the applicable Product Addendum and Service and Rate Schedule for the provision of any Covered Services to Members under a Specialty Program or Product. Company may sell, lease, transfer or otherwise convey to third parties the benefits of this Agreement, including, but not limited to, the applicable Service and Rate Schedule(s). 2.12 Consents to Release Medical Information. Provider will obtain from Members to whom Provider provides Provider Services, any necessary consents or authorizations to the release of Information and Records to Company, Payers, their agents and representatives. In performing this covenant, Provider shall comply with any applicable Federal and state laws and regulations. Provider Agreement (2016) Page 11 of21 V.2.0.04.16 2.13 Encounter Data. For those services for which Provider is compensated on a capitated basis, if any, Provider agrees to provide Company with encounter data by type of Provider Service rendered to Members in the form and manner as specified by Company. There shall be no restrictions on Company's use of such encounter data. Furthermore, Company is under no obligation to return such encounter data to Provider. 3.0 COMPANY OBLIGATIONS 3.1 Company's Covenants. Except as specified otherwise on the applicable Product Addendum, Company or Payers shall provide Members with a means to identity themselves to Provider (e.g., identification cards), an explanation of provider payments, a general description of products (e.g., a quick reference guide), a listing of Participating Providers, and timely notification of material changes in this information. Company or Payer shall provide Provider with a means to check Member eligibility. Company or the applicable Payer shall include Provider in the Participating Provider directory or directories for the Plans, Specialty Programs and Products in which Provider is in the network, and shall make these directories available to Members. Company reserves the right to determine the content of provider directories. 3.2 Company Representations. Company represents and covenants that: (a) where applicable, it is licensed to offer, issue and administer Plans in the service areas covered by this Agreement by the applicable regulatory authority ("License"); (b) it will not lose such License involuntarily during the course of this Agreement; and (c) it is, and will remain throughout the term of this Agreement, substantially in compliance with all applicable Federal and state laws and regulations related to this Agreement and the services to be provided under this Agreement, including without limitation, any applicable prompt payment statutes and regulations. 3.3 Company's Insurance. Company at its sole cost and expense agrees to procure and maintain such policies of general and/or professional liability and other insurance and/or maintain an appropriate program of self-insurance as shall be necessary to insure Company and its employees against any claim or claims for damages arising directly or indirectly in connection with the performance of any service by Company under this Agreement. 4.0 CLAIMS SUBMISSIONS, RATE AND MEMBER BILLING 4.1 Claim Submission and Ppym�nt. 4.1.1 Obligation to Submit Claims. Provider agrees to submit Clean Claims to Company for non -capitated Provider Services rendered to Members. Provider represents that, where necessary, it has obtained signed assignments of benefits authorizing payment for Provider Smices to be made directly to Provider and/or Group Providers, Provider will submit all claims electronically using the HIPAA required ASC X12N 837—Health Care Claim: Professional for professional claims and the ASC X12N 837—Health Care Claim: Institutional for institutional claims or an industry standard successor format ("Electronic Claim"). Provider shall not submit a claim in paper form unless Company or the applicable Payer, fails to pay or otherwise respond to electronic claims submission in accordance with the timeframes required under this Agreement, or applicable law or regulation. Provider agrees that Company, or the applicable Payer, will not be obligated to snake payments for billing received more than one hundred and twenty (120) days from: (a) the date of service or date of discharge, as applicable; or (b) from the date of receipt of the primary payer's explanation of benefits when Company or Payer is the secondary payer. This requirement will be waived in the event Provider provides notice to Company, along with appropriate evidence, of extraordinary circumstances outside the control of Provider that resulted in the delayed submission. In addition, unless Provider notifies Company of any payment dispute or dispute regarding claim denial within one hundred eighty (180) days or such longer time as required by applicable state law or regulation, of receipt of payment or Provider Agreement (2016) Page 12 of 21 V.2,0.04.16 claim denial, such payment or claim denial will be considered full and final payment or determination for the related claims. If Provider does not bill Company or Payer, or timely dispute any payment as provided in this Section, Provider's claim for payment will be deemed waived and Provider will not seek payment from Payer, Company or Members. Provider agrees to permit rebundling to the primary procedure those services considered part of, incidental to, or inclusive of the primary procedure and to allow other adjustments for inappropriate billing or coding (e.g., duplicative procedures or claim submissions, mutually exclusive procedures, gender/procedure mismatches, age/procedure mismatches). In performing rebundling and making adjustments for inappropriate billing or coding, Company may utilize one or more commercial software packages (as modified by Company in the ordinary course of Company's business) which commercial software package(s) may rely upon Medicare and/or other industry standards in the development of rebundling logic. 4.1.2 Company Obligation to Poy far Covered Services. Subject to applicable law and the terms of each applicable Product Addendum, and except for applicable Member copayments, coinsurance and deductibles, Company agrees: (a) when it is the Payer, to pay Provider for Covered Services rendered to Members; and (b) when it is not the Payer, to notify Payers to forward payment to Provider for Covered Services rendered to the applicable Members, according to the rates set forth in the applicable Service and Rate Schedule, within forty-five (45) days of actual receipt by Company/Payer of a Clean Claim. Provider will utilize online explanation of benefits, electronic remittance of advice and electronic funds transfer, in lieu of receiving paper equivalents. While Company may remit payment for claims on behalf of Payers who are not Company Affiliates, Provider and Company acknowledge that Company has no Ielal responsibility for the payment of such claims for Covered Services rendered to a Payer's Members; provided, however, that Company agrees to use commercially reasonable efforts to assist Provider, as appropriate, in collecting any such payments. Company or its designee may perform pre -payment reviews of certain claims. This review may include, but not be limited to, a request for itemized bills or more specific detail with respect to claims contracted on a percentage of charges basis. Provider acknowledges that, as a result of the review, payment may be dented for, among other things, duplicate charges, errors in billing or categorization of capital equipment. Company and/or its designees may, from time to time, notify Provider or Group Providers of overpayments, and Provider agrees to return any such overpayment or payment made in error (e.g., a duplicate payment or payment for services rendered to a patient who was not a Member) within a reasonable period of time. In the event Company is unable to secure the return of any such payment within such reasonable time, Company reserves the right to offset such payment against any other monies due under this Agreement provided that Provider has been provided with at least ten (10) days prior written notice and Provider has otherwise failed to return such payment. To the extent, if any, that the compensation under certain Plans is in the form of capitation payments or a diagnosis/case-based rate methodology, Provider acknowledges the financial risks to Provider of this arrangement and has made an independent analysis of the adequacy of this arrangement. Provider, therefore, agrees and covenants not to bring any action asserting the inadequacy of these arrangements or that Provider was in any way improperly induced by Company to accept the rate of payment, including, but not limited to, causes of actions for damages, rescission or termination alleging fraud or negligent misrepresentation or improper inducement. 4.1.3 Payment to Group Providers. Provider shall be financially responsible for payment to all Group Providers as well as to any subcontractors or other persons or entities who render Covered Services to Members under this Agreement. All Group Providers and other such persons/entities shall took solely to Provider for payment and Provider shall be responsible for enforcing this provision. In addition, Provider shall be financially responsible for payment to any other providers who render Covered Services to Members when Provider has been compensated on a capitated basis, if applicable, for such services. Provider shall pay on a timely basis all Group Providers, subcontractors and other persons or entities who provide Covered Services for which Provider is financially responsible hereunder. Company shall forward any claims it receives for payment for such services to Provider. Provider Agreement (2016) Page 13 of 21 V.2 0 04.16 4.1.4 Utilization Management. Company utilizes systems of utilization review/quality improvement/peer review to promote adherence to accepted medical treatment standards and to encourage Participating Physicians to minimize unnecessary medical costs consistent with sound medical judgment. To further this end, Provider agrees, consistent with sound medical judgment: (a) to participate, as requested, and to abide by Company's utilization review, patient management, quality improvement programs, and all other related programs (as modified from time to time) and decisions with respect to all Members; (b) to regularly interact and cooperate with Company's nurse case managers, (c) to abide by all Company's Participation Criteria and procedures, including site visits and medical chart reviews, and to submit to these processes biannually, annually, or otherwise, when applicable; (d) to obtain advance authorization from Company prior to any non -emergency admission, and in cases where a Member requires an emergency hospital admission, to notify Company, both in accordance with Company's rules, policies and procedures then in effect; and (e) to the extent required by the terms of the applicable Plan, Provider shall refer or admit Members only to Participating Providers for Covered Services, and shall furnish such Participating Providers with complete information on treatment procedures and diagnostic tests performed prior to such referral or admission. For those Members who require services under a Specialty Program, Provider agrees to work with Company in transferring the Member's care to a Specialty Program Provider. 4.2 Coordination of Benefits. Company will coordinate benefits as allowed by state or Federal law, or, in the absence of any applicable law, in accordance with Plan requirements. If Medicare is the primary payer under coordination of benefit principles, Provider may not collect more than Medicare allows. In no event will a Payer pay more than the compensation due under this Agreement. 4.3 MemNi-I3illin. 4.3.1 Permitted Billing of Members. Provider may bill or charge Members only in the following circumstances: (a) applicable copayments, coinsurance and/or deductibles not collected at the time that Covered Services are rendered; (b) except as prohibited by law or governmental directive, if a Payer that is not a Company Affiliate (e.g., a self-funded plan sponsor) becomes insolvent or otherwise fails to pay Provider in accordance with applicable Federal law or regulation (e.g., CRISA), provided that Provider has first exhausted all reasonable efforts to obtain payment from the Payer; and (c) services that are not Covered Services only if. (i) the Member's Plan provides and/or Payer or Company confirms that the specific services are not covered; (ii) the Member was advised in writing prior to the services being rendered that the specific services may not be Covered Services; and (iii) the Member agreed in writing to pay for such services after being so advised. Notwithstanding the foregoing, Provider agrees that it will bill or charge Members at the contracted rakes set forth in this Agreement when Provider Services would be Covered Services but for the Member's exhaustion of applicable plan benefits. Unless confirmed otherwise in writing by Company or Payer, Provider acknowledges that denial or adjustment of payment to Provider based on performance of utilization management as described in Section 4.1.3 or otherwise is not a denial of Covered Services under this Agreement or under the terms of a Plan. Provider may bill or charge individuals who were not Members at the time that services were rendered. Provider shall not institute or maintain any collection activities or proceed with any action at law or in equity against a Member to collect any sums that are owed by a Payer unless Provider provides at Least thirty (30) days prior written notice to Company and Payer of Provider's intent to institute such action. 4.3.2 Holding. Members Harmless. Provider hereby agrees that in no event, including, but not limited to the failure, denial or reduction of payment, insolvency of Company or breach of this Agreement, shall Provider bill, charge, collect a deposit from, seek remuneration or reimbursement from, or have any recourse: (i) against Members or persons acting on their behalf (other than Company); or (ii) any settlement fund or other asset controlled by or on behalf of, or for the benefit of, a Member for Covered Services. This provision shall not prohibit collection of copayments, coinsurance, deductibles or other supplemental charges made in accordance with the terms of the applicable Plan. Provider Provider Agreement (2016) Page 14 of 21 V.2.0.04.16 further agrees that Members will not be held liable for payment of any fees that are or are alleged by Provider to be the legal obligation of Company and/or in any circumstances under which billing of Members is prohibited by law or regulation. Provider further agrees that this section: (a) shall survive the expiration or termination of this Agreement regardless of the cause giving rise to termination and shall be construed for the benefit of Members; and (b) supersedes any oral or written contrary agreement or waiver now existing or hereafter entered into between Provider and Members or persons acting on their behalf. Where required by applicable law no modification of this provision shall be effective without the prior written approval of the applicable regulatory agency. 5.0 COMPLIANCE WITH POLICIES 5.1 Policies. Provider agrees to accept and comply with Policies of which Provider knows or reasonably should have known (e.g., clinical policy bulletins or other Policies made available to Participating Providers). Provider will utilize the electronic real time HIPAA compliant transactions, including but not limited to, eligibility, precertification and claim status inquiry transactions. Company may at any time modify Policies. Company will provide Provider with ninety (40) days prior notice by letter, newsletter, electronic mail or other media, of Material Changes to Policies. Failure by Provider to object in writing to any Material Change within thirty (30) days following receipt thereof shall constitute Provider's acceptance of such Material Change. Provider agrees that noncompliance with any requirements of this section or any Policies will relieve Company, Payers and Members from any financial liability for the applicable portion of the Provider Services. 5.2 Notices and Repotting. To the extent neither prohibited by law nor infringement of applicable privilege, Provider agrees to provide notice to Company, and shall provide all information reasonably requested by Company, regarding the nature, circumstances, and disposition of any: (a) litigation brought against Provider, a Group Provider or any of its employees or affiliated providers which is related to the provision of health care services and that could have a material impact on the Provider Services provided to Members; (b) claims by governmental agencies or individuals regarding fraud, abuse, self -referral, false claims, Or kickbacks; (c) change in the ownership or management of Provider; and (d) material change in services provided by Provider or licensure or certification status related to these services. Provider agrees to use best efforts to provide Company with prior notice of, and in any event will provide notice as soon as reasonably practicable of, any actions described in this section. 5.3 Information and Records. 5.3.1 Maintenance of Information and Records. Provider agrees: (a) to maintain Information and Records (as such terms are defined in Section 5.3.2) in a current, detailed, organized and comprehensive, accurate and timely manner and in accordance with customary medical practice, applicable Federal and state laws, and accreditation standards; (b) that all Member medical records and Confidential Information shall be treated as confidential and in accordance with applicable laws, including but not limited to, the requirements set forth in 42 C.F.R. §§ 422,118 and 423.136; and (c) to maintain such Information and Records for (lie longer of six (6) years after the last date Provider Services were provided to Member, or the period required by applicable law. This section shall survive the termination of this Agreement, regardless of the cause of the termination. 5.3.2 Access to Information and Records. Provider agrees that: (a) Company (including Company's authorized designee) and Payers shall have access to all data and information obtained, created or collected by Provider related to Members and necessary for payment of claims, including without limitation Confidential Information ("Information"); (b) Company (including Company's authorized designee), Payers and Federal, state, and local governmental authorities and their agents having _jurisdiction, upon request, shall have access to all books, records and other papers (including, but not limited to, medical and financial records, contracts and computer or other electronic systems) and information relating to this Agreement and to those services rendered by Provider to Members ("Records"); (c) consistent with the consents and authorizations required by Section 2.12 hereof, Provider Agreement (2016) Page 15 of21 V.2.0,04.16 Company, Payers and their agents or designees shall have access to medical records for the purpose of assessing quality of care, conducting medical evaluations and audits, including pre -payment review, and performing utilization management functions; (d) applicable Federal and state authorities and their agents shall have access to medical records, including, but not limited to, for the purpose of assessing the quality of care or investigating Member grievances or complaints; (e) medical information relating to Members is released only in accordance with applicable Federal or state law, or pursuant to court orders or subpoenas; and (0 Members shall have access to their health information as required by 45 C.F.R. § 164.524 and applicable state law, be provided with an accounting of disclosures of information when and as required by 45 C.F.R. § 164.528 and applicable state law, and have the opportunity to amend or correct the information as required by 45 C.F.R. § 164.526 and applicable state law. Provider agrees to supply copies of Information and Records within fourteen (14) days of the receipt of a request, where practicable, and in no event later than the date required by any applicable law or regulatory authority. Except as required by applicable state or Federal law, Provider agrees that Company (including Company's authorized designee), Payers and Members shall not be required to reimburse Provider for expenses related to providing copies of patient records or documents: (i) pursuant to a request from any governmental or regulatory agency; (ii) pursuant to administration of utilization management; or (iii) in order to assist Company or a Payer in making a determination regarding whether a service is a Covered Service for which payment is due hereunder; or (iv) for any other purpose. Provider agrees to provide Company and Payers data necessary for them to comply with reporting requirements related to the Affordable Care Act ("ACA"), including but not limited to information related to the ACA's medical loss ratio requirements. This Section shall survive the termination of this Agreement, regardless of the cause of termination. 5.4 Quality. A ecredhati on, Review and Rcl20rLing Activities. Provider agrees to cooperate with any Company quality activities or review of Company, a Payer or a Plan conducted by, as applicable, the National Committee for Quality Assurance ("NCQA"), the Utilization Review Accreditation Commission ("URAC") or other applicable accrediting organizations, or a state or Federal agency with authority over Company and/or the Plan, as applicable. Provider shall also comply with Healthcare Effectiveness Data Information Set ("HEDIS") and similar data collection and reporting requirements as required by Company. 5.5 I'rottrietary Information. Each Party agrees that the Proprietary Information of the other Party is the exclusive property of such Party and that each Party has no right, title or interest in the Proprietary Information. Unless such Proprietary Information is otherwise publicly available, each Party agrees to keep the Proprietary Information strictly confidential and agrees not to disclose any Proprietary Information to any third party without the other Party's consent, except: (i) to governmental authorities having jurisdiction; (ii) in the case of Company's disclosure, to Members, Payers, prospective customers, or consultants or vendors under contract with Company; and (iii) in the case of Provider's/Group Providers' disclosure, to Members for the purpose of advising a Member of potential treatment options and costs. Except as otherwise required under applicable Federal or state law, each Party agrees to not use any Proprietary Information of the ether Party, and at the request of the other Party to this Agreement, return or destroy any Proprietary Information upon termination of this Agreement for whatever reason. Provider shall keep the rates and the development of rates and other terms of this Agreement confidential; provided, however, that Provider is encouraged to discuss Company's provider payment methodology with patients, including descriptions of the methodology under which the Provider and/or Group Providers are paid. In addition, Provider and Group Providers may freely communicate with patients about their treatment options, regardless of benefit coverage limitations. The restrictions under this Section 5.5 shall survive the termination of this Agreement for one (1) year, regardless of the cause of termination. Provider Agreement (2016) Page 16 of 21 V,2.0.04.16 6.0 TERM AND TERMINATION 6.1 Tenn. This Agreement shall be effective for an initial term ("Initial Term") of one (1) year from the Effective Date, and thereafter shall automatically continue for additional terms of one (1) year each, unless and until terminated in accordance with this Section 6.0. 6.2 Termination without Cause. This Agreement may be terminated by either Party with at least one hundred and twenty (120) days prior written notice to the other Party or non -renewed by either Parry as of the anniversary date of the Effective Date with at least one hundred and twenty (120) days written notice to the other Party prior to such anniversary date; provided, however, that no termination or non -renewal under this Section shall be effective before the end of the Initial Term. Company may also terminate the participation of one or more individual Group Providers by providing Group and the individual Group Provider with at least ninety (90) days written notice prior to the date of termination. Notwithstanding the foregoing, a Provider with fewer than five (5) individual Group Providers rendering Provider Services to Members may terminate this Agreement at any time, upon at least ninety (90) days prior written notice to Company. 6.3 'Termination for Breach. This .Agreement may be terminated at any time by either Party upon at least sixty (60) days prior written notice of such termination to the other Party upon material default or substantial breach by the other Party of one or more of its obligations under this Agreement, unless such material default or substantial breach is cured within sixty (60) days of the notice of termination; provided, however, if such material default or substantial breach is incapable of being cured within such sixty (60) day period, any termination pursuant to this section will be ineffective for the period reasonably necessary to cure such breach if the breaching patty has taken all steps reasonably capable of being performed within such sixty (60) day period. Notwithstanding the provisions of this Section 6.3, the effective date of such termination may be extended pursuant to Section 6.6 of this Agreement. In the event of a termination for breach, termination shall not be the exclusive remedy, but shall be in addition to, any other remedies available at law or in equity to the non - breaching Party. 6.4 Immediate Termination or Suspension. Any of the following events shall result in the immediate termination or suspension of this Agreement by Company, upon notice to Provider, at Company's discretion at any lime: (a) the suspension, termination, withdrawal, expiration, revocation or non -renewal of any Fcderal, state or local license, certification (including, but not limited to, for physicians, a valid DEA certilication and right to prescribe controlled substances), approval or other legal credentia[ authorizing Provider or a Group Provider to practice medicine and/or other area of specialty, (b) the bankruptcy or receivership of Provider, or an assignment by Provider for the benefit of creditors; (c) an indictment, arrest or conviction of a felony; or for any indictment, arrest or conviction of criminal charge related to or in any way impairing. Provider's or a Group Provider's practice of medicine; (d) the loss or material limitation of Provider's insurance under Section 2.10 of this Agreement; (e) the exclusion, debarment or suspension of Provider or a Group Provider from participation in any governmental sponsored program, including, but not limited to, Medicare or Medicaid; (f) the listing of Provider or any Group Provider in NPD13; (g) the revocation or suspension of any accreditation required under Company's applicable company Participation Criteria; (h) change of control of Provider to an entity not acceptable to Company; (i) any false statement or material omission of Provider or a Group Provider in a network participation application and/or confidential information forms and all other requested information or Q) any adverse action Willi respect to Provider's or a Group Provider's hospital staff privileges, if applicable; and (k) a determination by Company that Provider's continued participation ill provider networks could result in harm to Members. To protect the interests of patients, including Members, Provider will provide immediate notice to Company of any of the events described in Section 6.4 (a) -(j), including, but not limited to, notification of impending bankruptcy. Provider Agreement (2016) Page 17 of 21 V.2 0.04.16 6.5 Obligations Following `!'erminatinn. Following the effective date of any expiration or termination of this Agreement or any Plan, Provider and Company will cooperate as provided in this Section 6.5. This Section 6.5 shall survive the termination of this Agreement, regardless of the cause of termination. 6.5.1 Upon Termination. Upon expiration or termination of this Agreement for any reason, Provider agrees to provide Provider Services at Company's discretion for the longer time period of either: (a) to any Member under Provider's care who, at the time of the effective date of termination, is a registered bed patient at a hospital or facility until such Member's discharge or Company's orderly transition of such Member's care to another provider; or (b) such timeframe as required by applicable state law. The applicable Service and Rate Schedule shall apply to all services provided under this section. 6.5.2 Upon Insolvency or Cessation of Operations. If this Agreement terminates as a result of insolvency or cessation of operations of Company and/or as otherwise required by law, then in addition to other obligations set forth in Section 6.5, Provider shall continue to provide Provider Services to: (a) all Members for the period for which premium has been paid; and (b) Members confined in an inpatient facility on the date of insolvency or other cessation .of operations until medically appropriate discharge. This provision shall be construed to be for the benefit of Members. If required by law, no modification of this provision shall be effective without the prior written approval of the applicable regulatory agencies. 6.5.3 obligation tn_Cooperate. Upon notice of expiration or termination of this Agreement or of a Plan, Provider shall cooperate with Company and the applicable Payer and comply with Policies, if any, in the transfer of Members to other providers. 6.5.4 Obligation to. Notify Meinbers. Upon notice of termination of this Agreement or of a Plan, Company shall have the right to provide reasonable advance notice of the impending termination to Members of Plans currently under the treatment of Provider, or in the event of immediate termination, as soon as practicable after termination. 6.6 Oblgptimns During Dis ute Resolution 1'roecedin In the event of any dispute between the Parties in which a Party has provided notice of termination under Section 6.3 and the dispute is required to be resolved or is submitted for resolution under Section 8.0 below, the termination of this Agreement shall cease and the Parties shall continue to perform under the terms of this Agreement until the final resolution of the dispute. 7.0 RELATIONSHIP OF THE PARTIES 7.1 independent L nniracic�r 5tiaurslRelstianshi t. The relationship between Company and Provider, as well as their respective employees and other agents, is that of independent contractors, and neither shall be considered an agent or representative of the other Party for any purpose, nor shall either hold itself out to be an agent or representative of the other for any purpose. Company and Provider will each be solely liable for its own activities and those of employees and other agents, and neither Company nor Provider will be liable in any way for the activities of the other Party or the other Party's employees or other agents. Provider acknowledges that all Member care and related decisions are the responsibility of Provider and/or Group Providers and that Policies do not dictate or control Provider's and/or Group Providers' clinical decisions with respect to the care of Members. Provider agrees to indemnify and hold harmless Company from any and all claims, liabilities and third party causes of action arising out of Provider's and/or Group Providers' provision of care to Members. Company agrees to indemnify and hold. harmless Provider and Group providers from any and all third party claims, liabilities and causes of action arising out of the Company's administration of Plans. This provision shall survive the expiration or termination of this Agreement, regardless of the reason for termination. Provider Agreement (2016) Page 18 of 21 V.2.0.04.16 7.2 Use of Name. Provider consents to the use of its name and other identifying and descriptive material in provider directories and in other materials and marketing literature of Company and Payers in all formats, including, but not limited to, electronic media. Provider shall not use Company's or its Affiliates' or a Payer's names, logos, trademarks or services marks without Company's and/or the applicable Payer's prior written consent. 7.3 Interference with Contractual Relations. Provider shall not engage in activities that will cause Company to lose existing or potential Members, including but not limited to: (a) advising Company customers, Payers or other entities currently under contract with Company to cancel, or not renew their contracts; (b) impeding or otherwise interfering with negotiations which Company or a Payer is conducting for the provision of health benefits or Plans; or (c) except as required under this Agreement or by a governmental authority or court of competent jurisdiction, using or disclosing to any third party membership lists acquired during the term of this Agreement including, but not limited to, for the purpose of soliciting individuals who were or are Members or otherwise to compete with Company. Nothing in this section is intended or shall be deemed to restrict: (i) any communication between Provider and a Member, or a party designated by a Member determined by Provider to be necessary or appropriate for the diagnosis and care of the Member and otherwise in accordance with Section 5.5; or (ii) notification of participation status with other HMOs or insurers. This Section shall continue to be in effect for a period of one (1) year after the expiration or termination of this Agreement. 8.0 DISPUTE RESOLUTION 8.1 Member (irievance Dispute Resolution. Provider agrees to: (a) cooperate with, participate in and abide by decisions of Company's applicable medical necessity, appeal, grievance and external review procedures for Members (including, but not limited to, Medicare appeals and expedited appeals procedures); and (b) provide Company with the information necessary to resolve same. 8.2 Dispute Resolution and Media io . Company shall provide an internal mechanism under which Provider may raise issues, concerns, controversies or claims regarding the obligations of the Parties under this Agreement. Should the Parties be unable to resolve any contractual dispute through such internal mechanism, they shall endeavor to settle the controversy by mediation through a mediator jointly selected by the parties. If the parties are unable to agree upon a mediator, then the parties will select a mediator using the then current AAA Mediation Procedure. Provider shall exhaust Company's internal mechanism, as well as the mediation process described in this section prior to instituting any arbitration or other permitted legal proceeding. The Parties agree that any discussions and negotiations held pursuant to this section shall be treated as settlement negotiations and shall be inadmissible into evidence in any court proceeding, except to prove the existence of a binding settlement agreement. 8.3 Arbitration. Any controversy or claim arising out of or relating to this Agreement including breach, termination, or validity of this Agreement, except for temporary, preliminary, or permanent injunctive relief or any other form of equitable relief, shall be settled by binding arbitration. COMPANY AND PROVIDER UNDERSTAND AND AGREE THAT, BY AGREEING TO THIS ARBITRATION PROVISION, EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT. The arbitration will be governed by the Commercial Rules of the American Arbitration Association ("AAA Rules"), as modified by these arbitration provisions and conducted by a sole arbitrator with at least 20 years of litigation experience as a practicing lawyer and/or district court judge. The arbitration will be administered by the AAA. The arbitrator will require initial disclosures relating to any underlying provider billing claims as outlined in Rule 18(e) of the AAA Healthcare Payor Provider Arbitration Rules (2011), and will allow discovery, the filing of dispositive motions, and tate exchange of Provider Agreement (2016) Page 19 of 21 V.2.0.04.16 expert reports and hearing exhibits, in accordance with the Federal Rules of Civil Procedure. The Federal Rules of Evidence shall apply to the arbitration. The arbitrator will issue a reasoned award sufficient to explain the essential findings and conclusions on which the award is based. Notwithstanding anything to the contrary herein, the parties shall have the right to appeal any award rendered by the arbitrator in accordance with the AAA's Appellate Arbitration Rules (2013), and the appeal will be considered by another sole arbitrator with at least twenty (20) years of litigation experience as a practicing lawyer and/or federal court judge. In the case of a claim asserted by Provider, an arbitrator may award only compensatory damages for breach of contract, and is not empowered to award punitive, exemplary, or extra -contractual damages. 9.0 MISCELLANEOUS 9.1 No Third Patty. Beneficiaries. Other than as expressly set forth in this Agreement, no third persons or entities are intended to be or are third party beneficiaries of or under the Agreement, including, but not Iiinited to, Members. Nothing in tite Agreement shall be construed to create any liability on the part of Company, Payers, Provider or their respective directors, officers, shareholders, employees or agents, as the case may be, to any such third parties for any act or failure to act of any Party hereto. 9.2 Entire AgreementfAincndimnts. This Agreement constitutes the entire understanding of the Parties hereto and no changes, amendments or alterations shall be effective unless signed and agreed to by duly authorized representatives of both Parties, except as expressly provided herein. Notwithstanding the foregoing, at Company's discretion, Company may amend this Agreement upon written notice, by letter, newsletter, electronic snail or other media, to Provider to comply with applicable law or regulation, or any order or directive of any governmental agency. This Agreement shall be deemed to be automatically amended to conform with all laws and regulations promulgated at any time by any state or Federal regulatory agency or authority related to this Agreement. 9.3 Waiver. The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach of this Agreement. To be effective, all waivers must be in writing and signed by all authorized officer of the Party to be chargcd. Provider waives any claims or cause of action for fraud in the inducement or execution related to these waivers. 9.4 Govern -aw. Except as otherwise required by law, this Agreement shall be governed in all respects by the laws of the State where Provider is located, without regard to such state's choice of law provisions. 9.5 l.iabilit . Notwithstanding Section 9.4, either Party's liability, if any, for damages to the other Party for any cause whatsoever arising out of or related to this Agreement, and regardless of the form of the action, shall be limited to the damaged Party's actual damages. Neither Party shall be liable for any indirect, Incidental, punitive, exemplary, special or consequential damages or any kind whatsoever sustained as a result of a breach of this Agreement or any action, inaction, alleged tortious conduct, or delay by the other Party. 9.6 Scverability. Any determination that any provision of this Agreement or any application of' it is invalid, illegal or unenforceable in any respect in any instance shall not affect the validity, legality and enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provision of this Agreement. 9.7 Successols: Assignment. Provider may not assign this Agreement without Company's prior written consent. In addition to all other rights of Company under the Agreement, this Agreement may be assigned by Company, at any time and from time to time, in whole or in part, to an Affiliate or successor in interest. At Company's option, the Agreement shall survive, without any other change in its terms, as a distinct, separate agreement with Company for those Provider Agreement (2016) Page 20 of 21 V 2 0 04.16 products lines of business designated by Company and in duplicate form as a separate, distinct participating provider agreement with the applicable Affiliate(s)Isuccessor(s) for the products/lines of business assigned to such entity(ics). In the event ofany assignment under this paragraph, Company shall provide advance written notice to Provider. 9.8 Notices. Any notice that: (a) is required under Section 6, Term and Termination; or (b) Provider is required to provide under Section 2.11 above shall be effective only if given in writing and stint by overnight delivery service with proof of receipt, or by certifled mail return receipt requested. All other written notices may be sent by letter, electronic mail or other generally accepted media. Notice addresses are specified on the Signature Sheet to this Agreement and may be changed by either Party upon at least seven (7) days prior written notice to the other. 9.9 Nan-Fxclusivity. This Agreement is not exclusive, and does not preclude either Party from contracting with any other person or entity for any purpose. Company makes no representation or guarantee as to the number of Members who may select or be assigned to Provider. 9.10 Representalion by Qggnsel. Each party acknowledges that it has had the opportunity to be represented by counsel of such Party's choice with respect to the Agreement. In view of the foregoing and notwithstanding any otherwise applicable principles of construction or interpretation, the Agreement shall be deemed to have been drafted jointly by the Parties and in the event of any ambiguity, shall not be construed or interpreted against the drafting Party. Provider Agreement (2016) Page 21 of 21 V.2.0.04.16 State Compliance Addendum WASHINGTON The State Compliance Addendum attached to this Agreement, is expressly incorporated into this Agreement and is binding upon the Parties to this Agreement. In the event of any inconsistent or contrary language between the State Compliance Addendum and any other part of this Agreement, including but not limited to exhibits, attachments or amendments, the Parties agree that the provisions of the State Compliance Addendum shall prevail, but, if applicable, only with respect to a particular line of business (e.g., fully -insured HMO) and/or Product. 1.1 Affiliate Section 1.1 Affiliate, shall be deleted and replaced with the following: "1.1 Affiliates. Any corporation, partnership or other legal entity directly or indirectly owned or controlled by, or which owns or controls, or which is under common ownership or control with Company. Aetna Health Inc., Aetna Life Insurance Company and Aetna Health Management, LLC are affiliates." 1.2 Clean Claim Section 1.2 Clean Claim, shall be deleted and replaced with the following: "1.2 Clean Claim. 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." 1.16 Policies Section 1.16 Policies, shall be deleted and replaced with the following: 1.16 Policies, The policies and procedures of Company which relate to this Agreement and applicable Products. Policies include, but are not limited to, if applicable, Plan appeals, adverse benefit determination procedures, data reporting requirements, pharmacy benefit substitutions processes (if applicable), confidentiality requirements, and other policies and those policies and procedures set forth in Company's manuals, health care professional toolkits, clinical policy bulletins and other policies and procedures (as modified from time to time), and made available via Company's internet website, letter, newsletter, electronic mail or other media. Policies may vary by Affiliate and/or Plan." 2.1.1 Availability of Services and Rates Section 2.1.1 Availability of Services and Rates shall be deleted and replaced with the following: "2.1 Provision( if Services. Provider will provide Covered Services to Members in accordance with this Agreement including, but not limited to, the terms and rates set forth in the applicable Product Addenda and Service and Rate Schedules. Except as stated otherwise in the applicable Participation Criteria, Provider will make Provider Services available to Members on a twenty-four (24) hour per day, seven (7) day per week basis, according to generally accepted standards of medical practice. Provider understands and agrees that no health care provider shall render Covered Services to Members under this Agreement or otherwise serve as a Participating Provider unless and until such Provider: (a) has fully and satisfactorily completed Company's credentialing process and is approved by the applicable peer review committee; and (b) continues to comply with Company's Participation Criteria. Provider WA Provider Compliance Addendum (2016) Page I of I I V.3.0.04.16 may not provide any Covered Services to Members unless and until Provider has been fully credentialed and approved by the applicable peer review committee." 2.3.2 General Representations Section 2.3.2 General Representations, shall be deleted and replaced with the following: "2.3.2 General Representations. Provider represents and warrants that, as applicable, it and all Group Providers: (a) have and shall maintain, throughout the term of this Agreement, all license(s), certification(s) and accreditation(s) required by Federal and/or state law, as well as by Company's applicable Participation Criteria; (b) with respect to each Group Provider that is a physician or who is serving as a Primary Care Provider or who is otherwise prescribing medication, as well as any other provider type so required by Company's Participation Criteria, shall: (i) maintain an unrestricted DCA certification and license to practice medicine in all state(s) in which Provider maintains offices and provides Covered Services to Members; (ii) be board certified in the applicable specialty (or board eligible if approved by Company's exception process); and (iii) have and maintain throughout the term of this Agreement unrestricted hospital privileges at a Participating Provider hospital; (c) have not been: (i) excluded from participation in any Federal or state -funded health program; or (ii) listed in the National Practitioner Data Bank ("NPDB"); (d) will remain throughout the term of this Agreement, in compliance with all applicable Federal and state laws and regulations related to this Agreement and the services to be provided under this Agreement; and (e) are certified for participation under Medicare and Medicaid (Titles XVIII & XIX) of the Social Security Act for all Provider Services. If Provider contracts with other providers or facilities who agree to provide Covered Services to Members, with expectation of receiving payment directly or indirectly from Company, such providers or facilities must agree to abide by all laws and regulations applicable to this Agreement." 2.3.3 Qualified Personnel Section 2.3.2 Qualified Personnel, shall be deleted and replaced with the following: "2.3.3 Qualified Personnel. Provider represents that it has established an ongoing quality assurance/assessment program which includes, but is not limited to, credentialing of employees and subcontractors. Upon request, Provider shall supply to Company the relevant documentation, including, but not limited to, internal quality assurance/assessment protocols, state licenses and certifications and Federal agency certifications and registrations. Provider 11wher represents that all personnel employed by, associated or contracted with Provider who treat Mcmbers: (a) are and shall remain throughout the term of this Agreement appropriately licensed and/or certified and supervised (when and as required by state law), and qualified by education, training and experience to perform their professional duties; and (b) shall act within the scope of their licensure or certification, as the case may be. Company may audit compliance with this Section 2.3.3 upon prior written notice. 2.3.3.1 Subcontractors. Provider must obtain Company's approval prior to using any subcontractor to provide Covered Services to Members and all such subcontractors must be Participating Provider, Provider shall provide Company with a list of all subcontractors in existence as of the Effective Date which Provider intends to use to provide Covered Services to Members. In the event Provider subcontracts for provisions of Covered Services to Members, with the expectation of receiving payment directly or indirectly from Company, such subcontractors must agree to abide by the provisions set forth in this Agreement, specifically including, but not limited to, Section 4.3.2, and Section 6.5.2. 2.3.3.2 Temporary Substitute_ Provider. Company allows Provider to arrange for a temporary substitute provider in the event Provider needs to be away from their practice, provided that at the time of substitution, the substitute provider: (a) has a current Washington license and is legally authorized to practice in the state; (b) can provide Covered Services under the same scope of practice as Provider; (c) has professional liability insurance coverage WA Provider Compliance Addendum (2016) Page 2 of 11 V.3.0,04.16 consistent with the requirements of this Agreement; and (d) has a current drug enforcement certification, if applicable. Company allows Provider to arrange for a substitute provider for at least sixty (60) days during any calendar year. Company will allow an extension of this timeframe if Provider demonstrates that exceptional circumstances require additional time away from his or her practice. Provider shall require the temporary substitute provider to abide by the terms and conditions of this Agreement. This Section 2.3.2.2 shall not apply to the care of Medicare Members." 2.12 Consents to Release Medical Information Section 2.12 Consents to Release Medical Information, shall be deleted and replaced with the following: "2.12 Consents to R lease Medical Information. Provider will obtain from all Members to whom Provider provides Provider Services, any necessary consents or authorizations to the release of Information and Records to Company, Payers, their agents and representatives. In performing this covenant, Provider shall comply with any applicable Federal and state laws and regulations." 2.14 Tiered Network The following shall be added to the end of Section 2.0 Provider Services and Obligations: "2.14 Tiered Network. In the event Company offers Plans in which Company assigns Provider to a tiered network that identifies and groups providers and facilities into specific groups to which different provider reimbursement, enrollee cost-sharing, or provider access requirements, or any combination thereof, apply as a means to manage cost, utilization, quality, or to otherwise incentivize Member or provider behavior ("Tiered Network"), Company shall provide notice to Provider with the metrics and methodology used to assign Provider to tiers. If Company revises or amends a quality, cost -efficiency or tiering program related to its Tiered Network, Company shall provide notice to Provider, if affected, of the proposed change sixty (60) days before notifying the Members of the change in program. Such notice will explain the methodology and data, if any, used and include information on Provider appeal rights as stated in the Agreement. To the extent applicable, Company shall make its physician cost profile available to Provider under a Tiered Network, including the written criteria by which Provider's performance is measured." 2.15 Pharmaceutical claims The following shall be added to the end of Section 2.0 Provider Services and Obligations: "2.15 Pharnnaceutical_claims. Company allows Provider the right to make a prior authorization request and requires the authorization number to be transmitted on the claim. Company will then provide the authorization number to the billing pharmacy. The authorization number will be communicated to the billing pharmacy after approval of a prior authorization request and upon receipt of a claim for that authorized medication. Company will authorize an emergency fill by the dispensing pharmacist and approve the claim payment. An emergency fill is only applicable when: (i) The dispensing pharmacy cannot reach Company's prior authorization department by phone as it is outside of that department's business (tours; or (ii) Company is available to respond to phone calls from a dispensing pharmacy regarding a covered benefit, but Company cannot reach the prescriber for full consultation." WA Provider Compliance Addendum (2016) Page 3 of 11 V.3.0.04.16 4.1.1 Obligation to Submit Claims Section 4. 1.1 Obligation to Submit Claims, shall be deleted and replaced with the following: "4.1.1 Obligation to Submit Claims. Provider agrees to submit Clean Claims to Company for non - capitated Provider Services rendered to Members. Provider represents that, where necessary, it has obtained signed assignments of benefits authorizing payment for Provider Services to be made directly to Provider and/or Group Providers. Provider will submit all claims electronically using the H1PAA required ASC X12N 837—Health Care Claim: Professional for professional claims and the ASC X12N 837—Health Care Claim: Institutional for institutional claims or an industry standard successor format ("Electronic Claim"). Provider shall not submit a claim in paper form unless Company or the applicable Payer, fails to pay or otherwise respond to electronic claims submission in accordance with the tinseframes required under this Agreement, or applicable law or regulation. Provider agrees that Company, or the applicable Payer, will not be obligated to make payments for billing received more than one hundred and twenty (120) days front: (a) the date of service or date of discharge, as applicable; or (b) from the date of receipt of the primary payer's explanation of benefits when Company or Payer is the secondary payer. This requirement will be waived in the event Provider provides notice to Company, along with appropriate evidence, of extraordinary circumstances outside the control of Provider that resulted in the delayed submission. For Plans other than full risk commercial Plans, unless Provider notifies Company of any payment dispute or dispute regarding claim denial within one hundred eighty (180) days of receipt of payment or claim denial, such payment or claim denial will be considered full and final payment or determination for the related claims. If Provider does not bill Company or Payer, or timely dispute any payment as provided in this Section, Provider's claim for payment will be deemed waived and Provider will not seek payment from Payer, Company or Members. Provider shall pay on a timely basis all employees, independent contractors and subcontractors who render Covered Services to Members for which Provider is financially responsible pursuant to this Agreement. In accordance with the RCW 48.150.040, Provider may not submit claims for services covered by a direct agreement with Provider's patient. Provider agrees to permit rebundling to the primary procedure those services considered part of, incidental to, or inclusive of the primary procedure and to allow other adjustments for inappropriate billing or coding (e.g., duplicative procedures or claim submissions, mutually exclusive procedures, gender/procedure mismatches, age/procedure mismatches). .In performing rebundling and making adjustments for inappropriate billing or coding, Company may utilize one or more commercial software packages (as modified by Company in the ordinary course of Company's business) which commercial software package(s) may rely upon Medicare and/or other industry standards in the development of rebundling logic. 4.1.1.1 Recovery of Overpaid Claims. (a) An overpayment request by Company for a claim payment to Provider that does not involve coordination of benefits shall be made within twenty-four (24) months of the date the claim was paid. (b) An overpayment request by Company for a claim payment to Provider that is based on coordination of benefits with another carrier or Payer shall be made within thirty (30) months of the date the claim was paid. (c) All overpayment requests shall be in writing and shall specify the basis for Company's belief the claim was overpaid. (d) Company may not request that overpayment be made any sooner than six (6) months after receipt of the overpayment request. Any such request must specify why Company believes Provider owes the overpayment. (e) If Provider does not dispute the overpayment request within thirty (30) days of receipt of the request, the request will be deemed accepted by Provider. (f) Repayments may be made directly by Provider or through offset against future claims. WA Provider Compliance Addendum (2016) Page 4 of 11 V.3.0.04 16 4.1.1.2 Provider dis utes of claims decisions made by Company. (a) Any request by Provider for additional payment by Company on a claim that does not involve coordination of benefits must be made within twenty-four (24) months of the date the claim was paid or denied. (b) Any request by Provider for additional payment on any claims based on coordination of benefits with another carrier or Payer must be made within thirty (30) months of the date the claim was paid. (c) All requests for additional payment shall be in writing and shall specify the basis for the belief that additional payment is due on the claim. (d) Provider may not request that additional payment be made to satisfy a claim payment any sooner than six (6) months after receipt of the request to Company of the underpaid amount. Any such request must specify why Provider believes Company owes the additional payment. 4.1.1.3 Recovery of Claims Pa mens for which a Third Party is Responsible- Company es7onsible.Company may request a repayment of a claim paid to Provider at any time if: (a) A third party, including a government entity, is determined through operation of law to be responsible for the claim payment; and (b) Company cannot recover from the third party because the third party has already paid or will pay Provider for the health service covered by the claim. 4.1.1.4 Subparagraphs 4.1.1.1 through 4.1.1.3 shall apply only to Full Risk commercial Plans. For all other Plans, Provider agrees that Company and/or its designee may, from tine to time, notify Provider or Group Providers of overpayments, and Provider agrees to return any such overpayment or payment made in error (e.g., a duplicate payment or payment for services rendered to a patient who was not a Member) within a reasonable period of time. In the event Company is unable to secure the return of any such payment within such reasonable time, Company reserves the right to offset such payment against any other monies due under this Agreement provided Provider has been provided with at least ten (10) days prior written notice and Provider has otherwise failed to return such payment." 4.1.2 Company Obligation to Pay Covered Services Section 4.1.2 Company Obligation to Pay Covered Services, shall be deleted and replaced with the following: "4.1.2 Company Ob igation to P4y Covered Services. Subject to applicable law and the terms of each applicable Product Addendum, and except for applicable Member copayments, coinsurance and deductibles, Company agrees: (a) when it is the Payer, to pay Provider for Covered Services rendered to Members; and (b) when it is not the Payer, to notify Payers for payment to Provider for Covered Services rendered to the applicable Members, according to the rates set forth in the applicable Service and Rate Schedule, within thirty (30) days of actual receipt by Company/Payer of a Clean Claim. Payment for non -capitated Covered Services are subject to any and all valid and applicable laws related to claims payment. Absent substantial evidence of fraud, misrepresentation, or denial of reasonable access to information under Provider's control, Company shall make payments for non -capitated Covered Services as follows: 95% of the monthly volume of Clean Claims shall be paid or denied within thirty (30) days of receipt of the paper or electronic claim; 95% of all the monthly volume of claims shall be paid or denied within sixty (60) days of receipt of the paper or electronic claim unless Company and Provider have agreed in writing on a claim -by - claim basis. For full risk commercial Plans, Company shall pay interest on undenied and unpaid Clean Claims more than sixty -ane (6I) days old until Company meets the standards under this. section. Interest shall be assessed at the rate of one percent per month, and shall be calculated monthly as simple interest prorated for any portion of a month. Company shall add the interest payable to the amount of the unpaid claim without the necessity of Provider submitting an additional claim. Any interest paid by Company shall not be applied by Company to a Member's deductible, WA Provider Compl lance Addendum (2016) Page 5 of 11 V.3.0.04.16 copayment, coinsurance. Provider may inquire regarding the status of a claim by calling the Member Services number on the Member's ID card. Claim denials will include the specific reason for the denial. If the denial is for failure to meet medical necessity criteria, upon the request of the Provider, Company will disclose the supporting basis for the decision. Provider has the right to audit Company's denial of claims. Provider will utilize online explanation of benefits, electronic remittance of advice and electronic funds transfer in lieu of receiving paper equivalents. While Company may remit payment for claims on behalf of Payers who are not Company Affiliates, Provider and Company acknowledge that Company has no legal responsibility for the payment of such claims for Covered Services rendered to a Payer's Members; provided, however, that Company agrees to use commercially reasonable efforts to assist Provider as appropriate in collecting any such payments. Company or its designee may perform pre -payment reviews of certain claims. This review may include, but not be limited to, a request for itemized bills or more specific detail with respect to claims contracted on a percentage of charges basis. Provider acknowledges that, as a result of the review, payment may be denied for, among other things, duplicate charges, errors in billing or categorization of capital equipment. To the extent, if any, that the compensation under certain Plans is in the farm of capitation payments or a diagnosis/ease-based rate methodology, Provider acknowledges the financial risks to Provider of this arrangement and has made an independent analysis of the adequacy of this arrangement." 4.2 Coordination of Benefits Section 4.2 Coordination of Benefits, shall be deleted and replaced with the following: "4.2 Coordination of Benefits. Company will coordinate benefits as allowed by state or Federal law, or, in the absence of any applicable law, in accordance with Plan requirements. If Medicare is the primary payer under coordination of benefit principles, Provider may not collect more than Medicare allows. In no event will a Payer pay more than the compensation due under this Agreement. Notwithstanding the foregoing, pursuant to the Washington Administrative Code Company may not unreasonably delay payment through the application of this coordination of benefits provision. If Company is the primary plan, the time limits for the payment of Clean Claims will be no less favorable than those in Section 4.1.2." 4.3.1 Permitted Billing of Members Section 4.3.1 Permitted Billing of Members, shall be deleted and replaced with the following: "4.3.1 Permitted L3illing of Members. Provider may bill or charge Members only in the following circumstances: (a) applicable copayments, coinsurance and/or deductibles not collected at the time that Covered Services are rendered; and (b) services that are not Covered Services only if: (i) the Member's Plan provides and/or Payer or Company confirms that the specific services are not covered; (ii) the Member was advised in writing prior to the services being rendered that the specific services may not be Covered Services; and (iii) the Member agreed in writing to Isay for such services after being so advised. Notwithstanding the foregoing, Provider agrees that it will bill or charge Members at the contracted rates set forth in this Agreement when Provider Services would be Covered Services but for the Member's exhaustion of applicable plan benefits. [Unless confirmed otherwise in writing by Company or Payer, Provider acknowledges that denial or adjustment of payment to Provider based on performance of utilization management as described in Section 4.1.3 or otherwise is not a denial of Covered Services under this Agreement or under the terms of a Plan. Provider may bill or charge individuals who were not Members at tine time that services were rendered. Provider shall not institute or maintain any collection activities or proceed with any action at law or in equity against a Member to collect any sures that are owed by a Payer unless Provider provides at least thirty (30) days prior written notice to Company and Payer of Provider's intent to WA Provider Compliance Addendum (2016) Page 6 of i 1 V.3,0,04.16 institute such action. Provider may not bill Members for Covered Services (except for copayments, coinsurance, or deductibles) where Company denies payment because Provider has failed to comply with the terms or conditions of this Agreement. Willfully collecting or attempting to collect an amount from a Member knowing that collection is in violation of this Agreement constitutes a class C felony as provided under RCW 48.80.030(5)." 4.3.2 Holding Members Harmless Section 4.3.2 Holding Members Harmless, shall be deleted and replaced with the following: "4.3.2 Holdinp- Members Harmless. (a) Provider hereby agrees that in no event, including, but not limited to the nonpayment by Company, insolvency or breach of this Agreement, will Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse (i) against an enrollee or person acting on their behalf (other than Company) for services provided pursuant to this Agreement. This provision does not prohibit collection of deductibles, copayments, coinsurance and/or payment for non -Covered Services which have not otherwise been paid by a primary or secondary issuer in accordance with regulatory standards for coordination of benefits, from enrollee's health plan. (b) Provider agrees, in the event of Company's insolvency, to continue to provide the services promised in this contract to enrollee of Company for the duration of the period for which premiums on behalf of the enrollee were paid to Company, or until 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 enrollee's health plan. (d) Provider may not bill the enrollee for covered services (except for deductibles, copayments, or coinsurance) where Carrier denies payments because the provider or facility has failed to comply with the terms or conditions of this contract. (e) Provider further agrees that provisions of (a), (b), (c), (d), and (e) of this subsection shall survive the termination of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of Company's enrollees, and (ii) that this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Provider and enrollees or persons acting on their behalf. (f) If Provider contracts with other providers or facilities who agree to provide Covered Services to enrollees of Company with the expectation -of receiving payment directly or indirectly from Company, such providers or facilities must agree to abide by the above provisions of (a), (b), (c), (d), and (e) of this subsection." 5.1 Policies Section 5.1 Policies, shall be deleted and replaced with the following: "5.1 Policies. Provider agrees to accept and comply with Policies of which Provider knows or reasonably should have known (e.g., clinical policy bulletins or other Policies made available to Participating Providers). Provider will utilize the electronic real time HIPAA compliant transactions, including but not limited to, eligibility, precertification and claim status inquiry transactions. Company may at any time modify Policies. Provider will be given reasonable notice of not less than sixty (60) days of any changes that affect Provider's compensation or that affect health care service delivery, unless changes to federal or state law or regulations make such advance notice impossible in which case WA Provider Compl iance Addendum (2016) Page 7 of 1 I V.3.0.04.16 notice must be provided as soon as possible. With respect to Material Changes that do not affe i Provider's compensation, Company will provide ninety (90) days prior notice by letter, newsletter, electronic mail or other media, of such changes. Failure by Provider to object in writing to any Material Change within thirty (30) days following receipt thereof shall constitute Provider's acceptance of such Material Change. Subject to the termination and continuity of care provisions of the Agreement, Provider may terminate the Agreement in accordance with Section 6.2 of this Agreement if Provider does not agree with the changes that affect Provider's compensation and that affect health care service delivery. No change to the Agreement may be made retroactive without the express consent of Provider. Provider agrees that noncompliance with any requirements of this section or any Policies will relieve Company, Payers and Members from any financial liability for the applicable portion of the Provider Services." 5.3.2 Access to Information and Records Section 5.3.2 Access to Information and Records, shall be deleted and replaced with the following: "5.3.2 Access to Information and Records. Provider agrees that: (a) Company (including Company's authorized designee) and Payers shall have access to all data and information obtained, created or collected by Provider related to Members and necessary for payment of claims, including without limitation Confidential Information ("Information"); (b) Company (including Company's authorized designee), Payers and Federal, state, and local governmental authorities and their agents having jurisdiction, upon request, shall have access to all books, records and other papers (including, but not limited to, medical and financial records, contracts and computer or other electronic systems) and information relating to this Agreement and to those services rendered by Provider to Members ("Records"); (c) consistent with the consents and authorizations required by Section 2.12 hereof, Company, Payers and their agents or designees shall have access to medical records for the purpose of assessing quality of care, conducting medical evaluations and audits, including pre -payment review, and performing utilization management functions and with the access to medical records for audit purposes limited to only what is necessary for perfot7nance of the audit; (d) applicable Federal and state authorities and their agents shall have access to medical records, including, but not limited to, for the purpose of assessing the quality of care or investigating Member complaints, grievances, appeals or review of any adverse benefit determinations of Members and to cooperate with audit review of encounter data in relation to the administration of Plan risk adjustment and reinsurance programs; (e) medical information relating to Members is released only in accordance with applicable Federal or state law, or pursuant to court orders or subpoenas; and (f) Members shall have access to their health information as required by 45 C.F.R. § 164.524 and applicable state law, be provided with an accounting of disclosures of information when and as required by 45 C.F.A. § 164.528 and applicable state law, and have the opportunity to amend or correct the information as required by 45 C.F.R. § 164,526 and applicable state law. Provider agrees to supply copies of Information and Records within fourteen (14) days of the receipt of a request, where practicable, and in no event later than the date required by any applicable law or regulatory authority. Except as required by applicable state or Federal law, Provider agrees that Company (including Company's authorized designee), Payers and Members shall not be required to reimburse Provider for expenses related to providing copies of patient records or documents: (i) pursuant to a request from ally governmental or regulatory agency; (ii) pursuant to administration of utilization management; or (iii) in order to assist Company or a Payer in making a determination regarding whether a service is a Covered Service for which payment is due hereunder; or (iv). for any other purpose. Provider agrees to provide Company and Payers data necessary for them to comply with reporting requirements related to the Affordable Care Act ("ACA"), including but not limited to information related to the ACA's medical loss ratio requirements. This section shall Survive the termination of this Agreement, regardless of the cause of termination." WA Provider Compliance Addendum (2016) Page 8 of 1 ] V.3.0.04.16 6.S.1 Upon Termination Section 6.5.1 Upon Termination, shall be deleted and replaced with the following: 6.5.1 Uppn Termination. Upon expiration or termination of this Agreement for any reason, Provider agrees to provide Provider Services at Company's discretion for the longer time period of either: (a) to any Member under Provider's care who, at the time of the effective date of termination, is a registered bed patient at a hospital or facility until such Member's discharge or Company's orderly transition of such Member's care to another provider; or (b) if Provider is providing primary care services, such period must be at least sixty (60) days from the date of Provider's termination. The applicable Service and Rate Schedule shall apply to all services provided under this section. 6.6 Obligations During Dispute Resolution Proceedings Section 6.6 Obligations During Dispute Resolution Proceedings, shall be deleted in its entirety. 7.3 Interference with Contractual Relations Section 7.3 Interference with Contractual Relations, shall be deleted and replaced with the following: "7.3 Interference with Contractual Relations. Provider shall not engage in activities that will cause Company herrn, including but not limited to: (a) advising Company customers, Payers or other entities currently under contract with Company to cancel, or not renew their contracts; (b) impeding or otherwise interfering with negotiations which Company or a Payer is conducting for the provision of health benefits or Plans; or (c) except as required under this Agreement or by a governmental authority or court of competent jurisdiction, using or disclosing to any third party membership lists acquired during the term of this Agreement including, but not limited to, for the purpose of soliciting individuals who were or are Members or otherwise to compete with Company. Nothing in this section is intended or shall be deemed to restrict: (i) any communication between Provider and a Member, or a party designated by a Member determined by Provider to be necessary or appropriate for the diagnosis and care of the Member and otherwise in accordance with Section 5.5; or (ii) notification of participation status with other HMOs or insurers. . 7.3.1 No health carrier subject to the jurisdiction of the state of Washington may in any way preclude or discourage their providers from informing patients of the care they require, including various treatment options, and whether in their view such care is consistent with medical necessity, medical appropriateness, or otherwise covered by the patient's service agreement with the health carrier. No health carrier may prohibit, discourage, or penalize a provider otherwise practicing in compliance with the law frorn advocating on behalf of a patient with a health carrier. Nothing in this section shall be construed to authorize providers to bind health carriers to pay for any service. No health carrier may preclude or discourage patients or those paying for their coverage from discussing the comparative merits of different health carriers with their providers, This prohibition specifically includes prohibiting or limiting providers participating in those discussions even if critical of a carrier." WA Provider Compliance Addendum (2016) Page 9 of 11 V.3.0,04.16 8.2 Dispute Resolution and Mediation Section 8.2 Dispute Resolution and Mediation, shall be deleted and replaced with the following: "8.2 Dispute Resolution and Mediation. Company shall provide an internal mechanism under which Provider may raise issues, concerns, controversies or claims regarding the obligations of the Parties under this Agreement. Provider may request in writing the opportunity to be heard in person (or by their authorized representative) before the Company's authorized representative. The written request must specify the nature of the Provider's complaint. An in-person conference (or by telephone, if the parties agree) will be held as soon as practicable. If Company fails to grant the requested relief or to respond within thirty (30) days of receipt of such written request, Provider may proceed as if the complaint has been rejected. A complaint that has been rejected by the health carrier may be submitted to non binding mediation. Mediation shall be conducted under mediation rules similar to those of the American Arbitration Association, the Center for Public Resources, the Judicial Arbitration and Mediation Service, RCW 7.70.100, or any other rules of mediation agreed to by the parties. This is intended solely for the resolution of provider complaints. In the case of billing disputes, Company will render a decision within sixty (60) days of the complaint in accordance with the Washington Administrative Code. Provider shall exhaust Company's internal mechanism, as well as the mediation process described in this section, prior to instituting any arbitration or other permitted legal proceeding. The Parties agree that any discussions and negotiations held pursuant to this section shall be treated as settlement negotiations and shall be inadmissible into evidence in any court proceeding, except to prove the existence of a binding settlement agreement. Company shall not penalize Provider because Provider, in good faith, reports to state or federal authorities any act of practice by Company that jeopardizes Members' health or welfare." 8.3 Arbitration. Section 8.3 Arbitration, shall be deleted and replaced with the following: "8.3 Arbitration. Any controversy or claim arising out of or relating to this Agreement including breach, termination, or validity of this Agreement, except for temporary, preliminary, or permanent injunctive relief or any other form of equitable relief, may be settled by arbitration which may be binding, if agreed to by the Parties. COMPANY AND PROVIDER UNDERSTAND AND AGREE THAT, BY AGREEING TO THIS ARBITRATION PROVISION, EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT. The arbitration will be governed by the Commercial Rules of the American Arbitration Association ("AAA Rules"), as modified by these arbitration provisions and conducted by a sole arbitrator with at least 20 years of litigation experience as a practicing lawyer andlor district court judge or under Chapter 7.07 of the Revised Code of Washington. Tile arbitration will be administered by the AAA.. The arbitrator will require initial disclosures relating to any underlying provider billing claims as outlined in Rule 18(e) of the AAA Healthcare Payor Provider Arbitration Rules (2011), and will allow discovery, the filing of dispositive motions, and the exchange of expert reports and hearing exhibits, in accordance with the Federal Rules of Civil Procedure. The federal Rules of Evidence shall apply to tite arbitration. The arbitrator will issue a reasoned award sufficient to explain the essential findings and conclusions on which the award is based. Notwithstanding anything to the contrary herein, the parties shall have the right to appeal any award rendered by the arbitrator in accordance with the AAA's Appellate Arbitration Rules (2013), and the appeal will be considered by another sole arbitrator with at least twenty (20) years of litigation experience as a practicing lawyer and/or federal courtjudge. In the case of a claim asserted by Provider, an arbitrator may award only compensatory damages for breach of contract, and is not WA Provider Compliance Addendum (2016) Page 10 of 1 1 V.3.0,04,16 empowered to award punitive, exemplary, or extra -contractual damages. Notwithstanding anything to the contrary, nothing in this Section 8.3 shall prohibit either Party from seeking any judicial remedy." 9.2 Entire Agreement/Amendments Section 9.2 Entire Agreement/Amendments, shall be deleted and replaced with the following: "9.1 Amendments. This Agreement constitutes the entire understanding of the Parties hereto and no changes, amendments or alterations shall be effective unless signed and agreed to by duly authorized representatives of both Parties, except as expressly provided herein. Notwithstanding the foregoing, at Company's discretion, Company may amend this Agreement upon written notice to Provider to comply with applicable law or regulation, or any order or directive of any governmental agency. The Parties understand that such amendment requires the prior approval of the Washington Office of Insurance Commissioner. This Agreement shall be deemed to be automatically amended to conform with all laws and regulations promulgated at any time by any state or Federal regulatory agency or authority of this Agreement. Notwithstanding the foregoing and in accordance with the Washington Administrative Code, Provider may reject a material amendment to the Agreement. The rejection will not affect the terms of the Agreement. For the purpose of this subparagraph only, a "material amendment" is defined as an amendment to this Agreement Chat would result in requiring Provider to participate in a Plan, Product or line of business with a lower fee schedule in order to continue to participate in Plan, Product, or line of business with a higher fee schedule. A "material amendment" does not include any of the following: (a) A decrease in payment or compensation resulting from a change in a fee schedule published by Company upon which the payment or compensation is based and the date of applicability is clearly identified in the Agreement, compensation addendum, or fee schedule notice; (b) A decrease in payment or compensation that was anticipated under the terms of the Agreement, if the amount and date of applicability of the decrease is clearly identified in the Agreement; or (c) Changes unrelated to compensation so long as reasonable notice of not less than sixty (60) days is provided." 9.5 Liability Section 9.5 Liability shall be deleted and replaced with the following: "9.5 Liabilily. Neither Party shall be liable for any indirect, incidental, punitive, exemplary, special or consequential damages of any kind whatsoever sustained as a result of a breach of this Agreement or any action, inaction, alleged tortious conduct, or delay by the other Party." WA Provider Compliance Addendum (2016) Pagel] or 1 1 V.3.0.04.16 COMMERCIAL HEALTH PRODUCT ADDENDUM I. Description. The term Commercial Health Product includes, but is not limited to, the health products, benefit plans, programs, and networks described below (each referred to in this Addendum as a "Product"), Nothing in this Addendum requires Company to include Provider in any specific Product and Provider's participation may be terminated by Company from one or more Products with ninety (90) days' prior written notice to Provider, without affecting participation in any other Products. Commercial Health Products — Commercial health Products offered, administered and/or serviced by Company, including, but not limited to, Federal Employee Health Benefit Programs (FEHB) and other Office of Personnel Management (OPM) Products, and self-funded Products administered and/or serviced by Company. Examples of Commercial Health Products include, but are not limited to: HA90, QPOS, Elect Choice, Managed Choice POS, Aetna Choice POS II, Aetna Select, Open Access Student ASIC, Aetna Signature Administrators@, joint claims administration, Passport to Healthcare®, PPO, and National Advantage. Note: Many member ID cards include the National Advantage logo (NAP) in co)junction with other Commercial Health Prothrcts. In those circumstances, the rate applicable to the other Product (not NAP) on the ID card will apply. 2, Other Terms and Conditions. All terms not otherwise defined in this Commercial Health Product Addendum shall have the meanings set forth in the Signature Sheet and General Terms and Conditions to the Agreement. Except as specifically set forth otherwise herein, all terms and conditions set forth in the Signature Sheet and General Terms and Conditions, and where applicable, any State Compliance Addendunt(a), shall be incorporated into this Commercial Health Product Addendum. 3. Termination. In the event this Commercial Health Product Addendum is terminated or assigned, such termination or assignment shall not constitute termination or assignment of any other Product Addendum that Provider has entered into with Company pursuant to the Agreement. Commercial Health Product Addendum (2015) Page 1 of I V.1.0.04.14 PRIMARY CARE PHYSICIAN SERVICES AND RATE SCHEDULE RATE: Payment Details: For Gatekeeper and Nan -Gatekeeper products: All Services not otherwise identified I I 100% of Aetna Market Fee Schedule SERVICES: Provider will provide services that are within the scope of and appropriate to the Provider's license and certification to practice. Moreover, Provider agrees, with respect to all chronic biotlierapies administered in Provider's office to Members, to order the necessary specialty medications from a Participating specialty pharmacy provider. With respect to Members diagnosed with either Crohn's Disease or Immunodeficiency Syndrome or Infused Medications for Psoriasis and needing specialty medications for their conditions, Provider shall in accordance with a Member's plan and unless prohibited by law, coordinate with Member's Participating specialty pharmacy provider to transition the drug and service authorization, drug distribution, clinical oversight and billing management of the specialty medications treating these conditions to the participating specialty pharmacy. RATE TERMS AND CONDITIONS: Definitions "Aetna Market Fee Schedule" (AMFS) — A fee schedule that is based upon the contracted location where services are performed. Company may periodically update this fee schedule. "Gatekeeper products" — For purposes of this Service and Rate Schedule, Gatekeeper products refer to Commercial Health Products offered, administered and/or serviced by Company which encourage or promote the use of a Primary Care Physician, regardless of whether (i) selection of a Primary Care Physician is mandatory or voluntary under the terms of the Plan; or (ii) an individual Member has selected a Primary Care Physician. Examples of Gated Commercial Health Products include, but are not limited to: HMO, QPOS, Elect Choice, Managed Choice POS, Aetna Choice POS II, Aetna Select, Open Access Student MC. In some circumstances, certain Commercial Health Products (e.g., FEHB plans) may be available on both a "Gatekeeper" and "Non - Gatekeeper" basis. "Non -Gatekeeper products" — For purposes of this Service and Rate Schedule, Non -Gatekeeper products refer to Coituttercial Health Products offered, administered and/or serviced by Company which do not allow for the designation an&or use of a Primary Care Physician in the administration of the product. Examples of Non -Gated Commercial Health Products include, but are not limited to: PPO, Passport to HealthcareS and National Advantage. In sante circumstances, certain Commercial Health Products (e.g., FEHB plans) may be available on both a "Gatekeeper" and "Non -Gatekeeper" basis. "Service Groupings" — A grouping of codes (e.g., HCPCS, CPT4, ICD-9 (ICD -10 or successor standard)) that are considered similar services and are contracted at one rate under the Services and Rate Schedule. General a) Rates are inclusive of any applicable Member Copayment, Coinsurance, Deductible and any applicable tax including but not limited to sales tax. For procedures and/or services not specifically listed above, Provider PCP FFS (2015) Page) of 3 V.10.0.05 15 agrees to accept then current AMFS as payment in full. Company will pay the lesser of the contracted rate or eligible billed charges. b) Payment for services of Mid-level Practitioners (Nurse Practitioners, Certified Nurse Midwives, Physician Assistants and Registered Nurses) may be less than Physician services based on Company's then current payment policy. c) Payment for services of Clinical Psychologists, Psychiatric Nurses and any other Licensed Master Level Practitioner (Clinical Social Workers, Licensed Professional Counselors, Marriage/Family Therapists, Psychological Examiner, Drug and Alcohol Counselor, Pastoral Counselor) may be less than Company's then current payment methodology for Behavioral Health physician services. d) Except where prohibited by applicable law and notwithstanding Section 6.3 of the Agreement, Company may, at its sale discretion, upon thirty (30) days prior written notice to Provider, reduce the rates for Covered Services by twenty percent (20%) should Provider fail to refer Members to Participating Providers in the absence of either: 1) sound clinical reasons; 2) advance approval of Company; 3) the existence of an Emergency Services ar exigent circumstances; or 4) if applicable, the Member's request for referral to an out of network provider after notice and informed consent of the patient has been documented, in writing, as set forth in the referral section of the Agreement. If Company imposes a reduction to the rates, Provider may request, no more than once every six (6) months, for Company to re-evaluate Provider's use of Participating Providers. If Company determines that Provider has consistently referred Members to Participating Providers for all Covered Services for the preceding six (6) month period, Company will eliminate the reduction within sixty (60) days after Company's determination. e) Unless prohibited by applicable law, Company may, at its sole discretion, upon thirty (30) days prior written notice to Provider reduce the rates for Covered Services by ten percent (10%) for a three (3) month period should Provider fail to provide timely notice of change in Provider information to Company as required and set forth in the Agreement, e.g., changes in notice address, location, staff and demographics. B'llin f) Provider must designate the codes set forth in this Rate Schedule when billing. g) The Parties acknowledge and agree that payments under the Medicare program to providers, suppliers, and Medicare Advantage organizations may be adjusted as the result of legislation, regulation, executive order or other federal mandate ("Medicare Payment Adjustment"). Furthermore, any such Medicare Payment Adjustment could result in an increase or decrease in Medicare payments. In accordance with the terms of this Agreement, the Parties agree that, in the event of a Medicare Payment Adjustment, Company's payment to Provider will be adjusted in accordance with the Medicare Payment Adjustment. Company shall adjust payments under this Agreement for Covered Services rendered by Provider on and after the effective date of the Medicare Payment Adjustment, and shall continue to adjustment payments to Provider for until the earlier of (i) the Medicare Payment Adjustment is discontinued or (ii) is replaced by a subsequent Medicare Payment Adjustment. 0(IiIig h) Company utilizes nationally recognized coding structures including, but not limited to, Revenue Codes as described by the Uniform Billing Code, AMA Current Procedural Terminology (CPT4), CMS Common Procedure Coding System (HCPCS), Diagnosis Related Groups (DRG), ICD-9 (ICD -10 or successor standard) Diagnosis and Procedure codes, National Drug Codes (NDC) and the American Society of Anesthesiologists (ASA) relative values for the basic coding, and description for the services provided. As changes are made to nationally recognized codes, Company will update internal systems to accommodate new and/or changes to existing codes. Such updates may include assignment and/or reassignment to Service Groupings for new rind/or existing codes. Such changes will only be made when there is no material change in the procedure itself'. Until updates are complete, the procedure will be paid according to the standards and coding set for the prior period. PCP FFS (2015) Page 2 of 3 V 10.0.05.15 Unless otherwise specified, the reimbursement for new, replacement, reassigned, or modified code(s) will be paid on the same basis or at a comparable rate as set forth within this Schedule. Company will comply and utilize nationally reccignized coding structures as diri:cted under applicable Federal laws mid regulations, including, without limitatlon, the Health Insurance Portability and Accountability Act (HIPAA). PCP FFS (2015) Page 3 of 3 V.10.0.05.15 Service and Pay to (Remittance) Location Form Listed below is each participating provider* with the corresponding physical service location, pay to (remittance) address and telephone numbers: *Upon written notice from Provider, Company may agree to add new or relocating facilities, locations or providers to existing Agreement upon completion of applicable credenti:aling and satisfaction of all other requirements of Company. Other demographic information may be revised upon written notice from Provider. Provider Name: L L)BA Service location Name p3V to Remittance Name Jefferson County Public Health Electronic Pay to (Relnittar. 615 Sheridan St. Name Jefferson County Public Health Port Townsend, WA 98368 (as it cal on the submissio 615 Sheridan St. Str AddressPort Townsend, WA 98368 Su Suite # City Cit State, Zip State, Zi Phone # r — �4,2 Phone # aD �a Fax # _ C — q L LZ) Fax # -5?13 — Email Address Vet" r 'c Email Address VGwt7iCt( :fir Tax ID # NPI: gni I,�J cTL� NPI Type: hu5 Company Use Only: PIN # Service Location Name Jefferson County Public Health 615 Sheridan St. Street Port Townsend, WA 98368 Suite State, Zip Phone#Fax # Email Address { ° Tax ID # q 00 Company Use Only: PIN # PVN # to (Remittance) Name Electronic Pay to Name (as it t) )ew•.s on the Jefferson County Public Health Address 615 Sheridan St. Suite # Port Townsend, WA 98368 Cit State, Zip Phone #— Fax #,/��- — Email Address ey-o -) iCct fC0117 ry:n NPI: / 5�i / i a, NPI Type: r3(/ 5 PVN # Company Use Only: PIN # rvry r+. Location Form Page I of 2 Service Location Name Pay to (Remittance) Name Street Electronic Pay to (Remittance) Name (as it appears on the submission) Street Address Suite # Suite # City City State, Zip State, Zip Phone # Phone # Fax # Fax # Email Address Email Address Tax ID # NPI: NPI Type: Company Use Only: PIN # _ rVIN a Service Location Name Pay to Hentittancel Name Street Electronic Pay to (Remittance) Name (as it appears on the submission) Street Address Suite # Suite # city Citv State, Zip State, Zip Phone # Phone # Fax # Fax # Email Address Tax ID # Email Address NPI; NPI Type: Company Use Only: PIN # rvry s Service Location Name Pay to (Remittance) Name Electronic Pay to (Remittance) Name (as it appears on the submission) Street Address Suite # Suite # Ci city State, Zi2 State, Zip Phone # Phone # Fax # Fax # Email Address Email Address Tax ID # NPI: NPI Type: Company Use Only: PIN # rvi-4 ff Location Foran Page 2 of 2 Form ■■`ss9 (Rev, August 2013) I)cpm,mnl of the 1'roas.xy Internal Revenue Service Name (as Shown on your income lax rel N o, M C N no u 0 2 G N •4 C CL u u of C, rn Vi U) Request for Taxpayer Give Form to the requester. Do not Identification Number and Certification send to the IRS, Jefferson County Public Health _ 13usiness name/disregarded entity name, it difforcnt from above Jefferson County Public Health Check apprupriale box for federal lax classification: U Ind,viduol/sole propnelor 0 C Corporation [' S Corporation [:I Partnership r) Trustlestate [] Limited liability company Enter the tax classification (C=C corporation, SI -S corporation, P =partnership) ► 0 Olhet (see instructions) ► County Government Address (number, street, and apt. or suite no.) �J Requester's name 615 Sheridan Street Cily, state, and 21P code Port Townwrid. WA 98366 List account numbef(s) here (pownaq Exemptions (see instructions): Exempt payee code (it any) Exemption from FATCA reporting code (if any) address toprldnal) Taxpa Y_er Identification Number fTINJ I_ Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line Social security number to avoid backup withholding. For Individuals, this is your social security number (SSN). However, (or aj resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other j J � entities, it is your employer identification number (EIN) II you do not have a number, see Now Iv ger a TIN on page 3. Note, If the account is in more than one name, see the chart on page 4 for guidelines on whose �Employer Ideneiticsuon number-77 umaer T�7� number to enter. - I I [ — Certification Under ponaltios of perjury, I certify that: 1 The number shown on this form is my correct taxpayer identification number (or I am wailing for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding. or (b) I nave not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends. or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating thal I am exompl from FATCA reporting is correct. Certification instructions. YDu must cross out Item 2 above it you have been notified by the IRS that you are currently subject to backup withholding because you have faded to report alit interest and dividenda on your tax return, For real estate transactions, item 2 does not aptly. fTor mortgage Interest pairs, acgrii6ition or abandonmenl of secured property, cancellation of debt, contrbbullons Io nn Individual retirement arrangement (IFIA), and generally, payments other than interest and dividends, you are riot required to sign the certification, but you must provide your correct TIN, Seo the instructions on page 3 Sign signatureof I Here U.S.poraon► }ti Llr�� ��_ Date I- / Le izDa General Instructions Section references are to the Internal Revenue. Code unless otherwise noted. Futuro developments The IRS has created a pagu all IRS Dov for Information about Form W-9. at www.irs,9ov/w9. Infonnalion about any lulure developments affecting Form W•9 (such as legislation enacted after we release it) will be posted on that page. Purpose of Form A person who is required to life an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you payments made to you in satilt:menl of payment card and third party network transactions, real uslate uansaclions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or conlribulions you made to art IRA Use Form W9 only it you are a U.S. person (including a resident alien), to provide your correct'TIN to the parson requesting it line requester) antl, when applicaule. to. I Curtity that the TIN you are gwinq ,s correct lot you am waiting for a number to De issuuu), 7. Certify that you arc not subject to baCkbp wlthhntmng, or 3. Claim exemption from backup withholding if you am a U S. exempt payee. 11 appucnbte, you are also certifying Inas as a U.S. person, your allocable sharp of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Cenity that FATCA codes) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct, Note. If you are a U.S. person shot a requester gives you a lorm other than Form W-9 to request your TIN, you jf1WV use the requester's lorm If it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S, citizen or U.S. resident alien, r A partnership, corporation, company, or association created or organized in the United Slates or under the lows of the United Stales, • An eslale (other than a lorelgn estate), or • A domestic trust (as dofinod in Regulalions section 301.7701-7). Special rules fee partnerships. partnerships that conduct a trade Of businass to the Untied States erC ganerhlly required to pay it withholding tax under section 1446 en any loreign partners' share 01 effectively Connected taxable mCcme from such business. Further. in certain cases where a Form W-0 has not swan rncn,vi2rl, the rules under section 1446 fequiro a partnership to presume that a partner ra a foreign Parson, and pay the suclron 1446 withholding tax. rherntoro, if you are a U.S. person Incl Is a partner in a Aarmorenrp conducting a trade or business in the United States, provide Foran W•9 to the partnership to establish your U.S status and avoid section 1446 withholding on your share 0 1 partnership income. Cal. No. 10231X Form W-9 (Rev B-2013) Form W-9 (Rev. 8-2013) In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States: • In the case of a disregarded entity with a U.S, owner, the U.S. owner of the disregarded entity and not the entity, In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust, and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Excejslions specified in the saving clause may permit an exemption from tax to Continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Examplo. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes If his or her stay in the United States exceeds 5 calendar years. However, paragraph n of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on Ills Cr her scholarship or fellowship income would attach to Form W-13 a statement that includes the Information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called "backup withholding.' Payments that may be subject to backup w8hholding Include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royaltles. nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5, You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code an page 3 and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships on page 1. What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign linancial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information. Page 2 Updating Your Information You must provide updated information to any person to whom YOU claimed to be an exempt payed If you are no longer an exempt payee and anticipate recsiving reportable payments In thus future from this person. For example, you may neod to provide updated Information if you are a C cerporatfon that elects to be an 5 corporation, or if you no longer are tax exempt. In addition, your must furnish a new Form W-9 If the name or TIN changes.for the account, for example, If the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to fumiWl your correct TIN to a requester, you are subloct 10 a ponalty.of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false Information with respect to withholding. It you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminaf penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINS in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you ara W Individual, you must generally enter the name shown oft your income tax return. However, if you have changed your last name, for Instance, due to marriage without informfilg the Social Security Adminlstratlon of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your indlviduat name as shown on your Income tax return on the "Name" line. You may enter you{ lxesiness, trade, or "doing business as (0SA)" name on the "Business name/disregarded entity name" line. Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (SBA} name" on the "Business name/disregarded entity name" line. pisregarded entity. For U.S, fedorul tax purposos, an entity that is disregarded as an evilly separate frunu Its owner Is treated as a "disregarded entity." See Regulation section 301.7701-2(c)(2)(iii]. Enter the owner's name on the "Name" line. The name of the entity entered on titre "Name" line should never be a disregarded entity. The name on the "Name" fine must be the name shown on the Income tax return on which the inCo,ma should be reported. For example. if a foreign LLE that is treated as a diaregttrded entity for U.S. federal tax purposes has a single owner that Is a U.S. person, the U.S. owner's name is required to be provided on the "Name" [Ina. It the direct owner of the entity is also a disregarded entity, enter lite tirst owner that is not. disregarded for federal tax purposes, Enter the disregarded entity's name on the "Business name/dlsregarded entity name" line. If the.owner of the disregarded entity is a foreign person, tite owner must complete an appropriate Form W-8 instead of a Form W -g. This is the Case even if the foreign person has a U.S. TIN. Note. Check the appropriate box for this U.S. federal tax classification of the person whose name Is entered on the "Name" line (Individual/sole proprietor, Partnership. G Corporation, S Corporation, TrusVestata). Limited Liability Company (LLC). If the person identified on the "Name" line Is an LLC, check the "Limited liability company" box only and enter the appropriate code for the U.S. federal lax Classification In the space provided, If you are an Lt.0 that. Is treated as a partnership for U.S, federal tax purposed, enter "P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a Corporation, enter "C" for C corporation or "S" for S corporation, as appropriate. If you are an LLC that is disregarded as an entity separate from Its owner under Regulation section 301.7701-3 (except foremployment and excise tax), do not check the LLG box unless the owner of the LLC (roquirad to bg Identified on the "'Name" line) is another LLC that is not disregarded for U.S. federal tax purposes. If the LLC Is disregarded as an entfly separate from Its owner, enter the appropriate tax classification of the owner ldentlfted on the "Name" line. Other entitles. Enter your business name as shown on required U.S, federal tax documents on the "Name" line. This name should match the name shown an the charter or other legal document creating the entity, You may enter any business, trade, or DDA name on ihn "Business name/disregarded entity name" line, Exemptions if you are exempt from backup withholding and/or FATCA reporting, enter in the Exensptions box, any codes) that may apply to you. See Exempt payee code and Exemption frorn frATCA reporting code on page 3. Form W-9 (Rev. 8-2013) Exempt payee code. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following codes identify payees that are exempt from backup withholding: 1—An organization exempt from tax under section 501(a). any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the axampi payees listed above, 1 through 13. IF the payment is for ... THEN the payment is exempt for , . . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over $5,000' 1 through 52 Payments made in settlement of Exempt payees 1 through 4 payment card or third party network transactions I See Form 1099-MISC, Miscellaneous Income, and its instructions. However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency. Exemption from FATGA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons ,ubmitting this form for accounts maintained outside sof the United Slates. by cerinin loreign financial institutions. Therefore, If you are only submitting tills form for an account you hold In the United States, you may leave this field blank. Consult with the person roquesting thus form if you are uncertain If the financial institution is subject to these requirements. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities D—A corporatlon the stock of which Is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1 (c)(1)(1) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under file laws of the United States or any state Page 3 G—A real estate investment trust H—A regulated Investment company as defined in seclinn 851 or an entity registered at all tinleaduring the lax year under the investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(8) plan Part I. Taxpayer Identification Number (TIN) EnteryourTIN in the appropriate box. if you are a resident alien and you do not have and are not eligible to get an SSN. your TIN Is your IRS individual taxpayer identification number (i11N), Enter II in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single -member LLC that Is disregarded as an entity separate from its owner (see Limited Liability Company (LIZ) on page 2), enter the owner's SSN (or EIN, If the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a cG Wation or partnership, enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to gat a TiN. It you do not have a TIN, apply for one Immediately. To apply for an SSN, get Form 5S-5. Application for a Social Security Card, from your local Social Security Administration office or get this forin online at wwmssa,gov. You may also gat this form by calling 1-800-.772.-1213: use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITW. or Form SS -4, Application for Employer Identification Numl]ar, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/&usinesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Farms W-7 rend SS -4 from the IRS by visiting IRS.gov or by calling 1 -800 - TAX -FORM (1-800-829-3676). If you are asked to complete Form W-9 but do nol have aT1N, apply fora TIN and wriiC "Appfrad For" in the space for the TIN, sign and date the form, and give It to Site requester. For interest and dividend payrnernts, and certain payments made with respect to readily tradabla instruments, goneralIV you will have 60 days to get a TIN And give It to the requester before you are subject to backup withholding on payments, The 60 -day rule does nol apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S, entity that has a foreign ownermust use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1. 4. or 5 below Indicate otherwise. For a joint account, only tile porsorl whose TIN Is shown in Part T should sign (when required). it, the case of a disregarded en(ily, the person identified on the "Mame" line must sign. Exempt payees, see Exempt payee code earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker. and barter exchange aceounts opened after 1983 and broker accounts considered inactive during 1983. YOU must sign the certification or backup.withhol¢ing will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester• you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you rlo not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made In the course of lila raquester's trade or business for rents, royalties, goons (other than bills for merchandise), medical and health care services priciuding payments to corporations), payments to a nonemployee for services, payments made In settlernent of payment card and third party network transactions• payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporalions). S. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Goverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. Form W-9 (Rev. 8-2013) What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1, Individual The individual 2. Two or more individuals Qoint The actual owner of the account or, account) if combined funds, the first corporate status on Form 8832 or individual on the account 3. Custodian account of a minor The minor' (Uniform Gift to Minors Act) The organization 4. a. The usual revocable savings The grantor -trustee' trust (grantor is also trustee) b. So-called trust account that is The actual owner not a legal or valid trust under The broker or nominee state law The public entity 5. Sole proprietorship or disregarded The owner' entity owned by an individual 6. Grantor trust filing under Optional The grantor' Foran 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A)) For this type of account: I Give name and EIN of: 7. Disregarded entity not ownad by an The owner individual 8. A valid trust, estate, or pension trust Legal entity' 9. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2553 10. Association, club, religious, The organization charitable, educational, or other tax-exempt organization 11. Partnership or multi -member LLC The partnership 12. A broker or registered nominee The broker or nominee 13. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 14. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B)) List first and circle thename of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. ' Circle the minor's name and furnish the minor's SSN, ' You must show your individual nems and you mAy also enter your business or "DBA" name on the "Business name/disrepatded entity" name fine. You may use either your SSN or EN (if you have one), but the IRS encourages you to use your SSN. J List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules lorpaihierships on page 1. 'Note. Grantor also must provide a Form W-9 to trustee of trust. Page 4 Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Ideality !haft oct.u,S when someone uses your personal information such as your name, social security number (SSN), or other identifying Infomlaticn, without your permission. to commit fraud or other crimes, An identity thlef may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or vrdllot, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Vlctlms of identity theft who are experiencing economic harm or a systam problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) asskstance. You can reach TAS by calling the TAS toil -free case Intake line at 1-877-777-4778 orTTY/fDD 1-800-829-4059. Protect yourself from suspicious emads or phishing schemes, Phlshing Is the creation and use of email and websitos designed to mimic legitimate buts noss emails and websites. I lie most common act Is sending an emall to a user falsely clalming to be an eslablishad legitimate enterprise In an attempt to scam the user Into surrendering private Information that will be used for Identity theft. The IRS does not Initiate contacts wHh taxpayers via smells. Also, the IRS does not request personal detailed infomlation through emalt or ask taxpayers for the PIN numbers, passwords, or similar secret access Infomtallon for their credit card, bank, or other financial accounts. if you receive an unaraacltad rrmail claiming to be from the IRS, forward this message to phlshingiOirs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General lot ° Tax Administration at 1-800-356-44ad. You can forward suspicious amails to the Federal Trade Commission at: eyes 0iice.gov or contact thorn at www. ftc.gavlidtheR or 1-877- IDTHEFT (1-877-438-4338). Visit IRS.gov to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file Information returns with the IRS to report interest, dividends, or certain other Income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property: the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form urea the Information on the form to file Information returns with the IRS, reportlog, the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possesslons for use In administering their laws, The informatlon also nmay be disclosed to other countries under a treaty, to Federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism, You must provide your TIN whether or not you are required to file a tax return. Linder section 3406. payers Immuat generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does net give TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. ,mtnasm Provider Roster (Please complete for each provider covered under Tax ID Number— please make additional copies as necessary) Last Name First Name MI Degree Role (PCP or SPEC) Specialty (Internal Medicine, General Surgery, etc.) Provider NPI Number Location (Clinic name or street from contract "location form") L v j� Mn wg rnPr] , l 5- 0-14VA) 3C ER in 6 /VISN Ale N t` FO lo). f f7riij /4-$_)5'%JAI SSR firrn,t',--Ari Aetna is the brand name used for products and services provided by one or more of the Aetna group of subsidiary companies. The Aetna companies that offer, underwrite or administer benefits coverage include Aetna Health Inc., Aetna Health of California Inc., Aetna Life Insurance Company, Aetna Health Insurance Company of New York, Aetna Health Insurance Company, Aetna Health Administrators, LLC, Cofinity, and Strategic Resource Company. Aetna Pharmacy Management refers to an internal business unit of Aetna Health Management, LLC. (Aetna) KR -0205-12 aetna Dear Health Care Professional: Upon successful credentialing and contracting To assist you in doing business with us -- upon successful credentialing and contracting -- we're providing you with a list of our online resources. Upon your approval as a network provider, we will designate your provider identification number (PIN) and additional information, if applicable (see page 2). We've enclosed tools to make it easier to do business with us. As part of our network, you'll have access to: • Education courses and tools through www.AetnaEducation.com • Electronic communications from us, including Aetna OfficeLink Updatesr", our provider newsletter • Our secure provider website Our comprehensive online provider manual, the Health Care Professional Toolkit, which includes our Member Rights and Responsibilities • Easy electronic transactions (claims submission and status, referrals, precertification, and eligibility) o Electronic funds transfer (EFT) — direct deposit into your bank account Use the checklist on the next page to help you in your first 30 days as a network provider. Once you're credentialed and contracted as a network provider, we'll give you a provider identification number (PIN) and provider verification number (PVN). We use these internally to identify you and/or your office. We may ask you for these numbers when you contact us. We're here to answer your questions Thank you for your participation. We look forward to a successful working relationship with you. If you have questions after reviewing the information available online, call our Provider Service Center at 1-888-MDAetna (1-888-632-3862) for PPO benefits plans. Note: HIPAA regulations require that you include National Provider Identification (NPI) numbers on all electronic claims, claims status inquiries, referrals, eligibility and precertification* transactions. *The term precertification here means the utilization review process to determine whether the requested service, procedure, prescription drug or medical device meets the company's clinical criteria for coverage. It does not mean precertification as defined by Texas law, as a reliable representation of payment. Note: If you need additional copies of any of the attachments, contact the sender of this e-mail. You can acknowledge the receipt of this document by signing below: *AETNA USE ONLY* Upon your approval as a network provider, we will complete the following information: Effective date: See contract Provider Identification Number (PIN —All other plans): See Service and Pay to (Remittance) Location Form Get connected to Aetna! Use this helpful checklist during your first 30 days of participation. These simple steps can help you get off to a smooth start ❑ Register for a live webinar Join us for a live, interactive web -based session. We'll review the tools and resources you need to make doing business with us easier. To register for a live webinar: • Go to www.aetna.com and select the "Health Care Professional" tab then "Training & Education." You'll see a list of all the live webinar events. • Click on the link to register for the session you want to attend. ❑ Register for our secure provider website • Go to www.aetna.com and select "Health Care Professionals." • Select "Medical Professionals Log In." • Once registered, you'll have access to the Health Care Professional Toolkit (our online office manual) which includes our Member Rights and Responsibilities. ❑ Enroll in electronic funds transfer (EFT) online EFT can streamline your current processes and lower administrative costs. • Use the EFT Enrollment utility from the Council for Affordable Quality Healthcare® (CAQH) at https://solutions.cagh.org. Even if you use CAQH for credentialing, you'll need to enroll separately for the utility using the orange "Register Now" button. - Enter your bank account information just once and choose to share it with all of the companies participating in the utility. - Make changes to your bank account information when needed. • If you don't normally use CAQH, you can get an EFT enrollment form from www.aetnaEFT.com. ❑ Visit our education site for helpful tools, webinars, self -paced courses and much more Go to www.AetnaEducation.com. ❑ View the "Aetna Welcomes You" section • From the home page, select "Browse Topics" then "Aetna Welcomes You." • View and print helpful tools: - Aetna at a Glance - Aetna Benefits Products (ABP) quick guide - How to read a member ID card ❑ Sign up to receive electronic communications from us • Sign up for electronic communications from Aetna, including Aetna Officelink Updates'"', our provider newsletter. It's published quarterly -- March 1, June 1, September 1 and December 1. This newsletter can include changes to policies that may have an impact on your practice or facility. Be sure to review each issue. Note: Aetna Officelink Updates is only available by e-mail or through the Health Care Professional section of www.aetna.com, unless you have a specific need (e.g., your office does not have Internet access), In these instances, you'll have the option to request a printed copy. Note: Your agreement with us allows for your inclusion in Aetna specialty programs. One of these programs is Aexcel® (our physician performance program). Aexcel includes public reporting and network tiering. We evaluate certain physicians (in select specialties and markets) against specific clinical quality and efficiency standards. We include physicians who meet the standards in the performance network. We share your evaluation results and network status with Aetna members in our online directory. You can find details about Aexcel here. Aetna is the brand name used for products and services provided by one or more of the Aetna group of companies. (Aetna) KR -0064-14 aetna e Reminder: Refer members to in -network laboratories As a reminder, your agreement with us includes a requirement that you refer to in -network providers. Referring our members to out -of -network providers, when qualified, in -network providers are available, may go against your agreement with us. If you refer patients to out -of -network providers, you must tell them and document that you're referring out of network. And, they must understand and accept the possible, higher costs. Please refer Aetna patients to in -network lab providers, such as Quest Diagnostics, for covered services. Help patients save money on lab testing costs Your patients pay a lot less out of pocket when they use in -network, independent labs. We realize you may not be aware of this, and want to bring it to your attention. Here's how the savings can add up for a patient who needs one lab test done four times a yc-ar.* In -network In -network Out -of -network lab independent lab hospital lab Cost of lab tests $30.00 $60.00 $300.00 Patient's coinsurance/copayment x 20% x 20% x40%** Patient pays $6.00 $12.00 $120.00 *Aetna Strategic Contract Manager, 2012; based on a patient who met deductible. Data is not representative of hospitals that have a separately negotiated laboratory agreement. **Assumes plan covers at billed charges, which may not necessarily - h most plans. Use our online provider directory to find in -network I: To help your patients get the most from their benefits plans, please refer 11 t, Diagnostics, our national preferred laboratory, or other national or local, participating labs. For a complete list, online provider directory. Justgo to www.aetna.com. Select "Online Provider Directory" under "Helpful Links." l..nced Search" then "Labs Including Quest Diagnostics." a Cl V Benefits of using Quest Diagnostics ols Quest Diagnostics is our national, preferred laboratorythat provides test. did services to all Aetna members. It has many patient service centers that provide convenient access for your patients, To find a location, schedule an appointment and get testing reminders, your patients can visit www.questdiagnostics.com/patient. Or, call 1-888-277-8772. We're here to help If you have questions, call 1-800-624-0756 for HMO -based benefits plans, or 1 -888 -MD Aetna (1-888-632-3862) for all other plans. We appreciate your continued participation in our network. And, we hope you'll help patients by referring to in -network independent laboratories. Signature: Email: Monisl<A@aetna,com Aetna is the brand name used for products and services provided by one or more of the Aetna group of subsidiary companies, including Aetna Life Insurance Company and its affiliates (Aetna). ©2015 Aetna Inc. JR -174-15 (5/15)