HomeMy WebLinkAboutAetna Health Inc. - 071116PItOVIDER 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 requirennents 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 Conapliar►re 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 dne event of a conflict in language between thtc General
Terms and Conditions and a Product Addendum or Service and hate Schedule, tlae tenlas of tine applicable
Product Addendum and corresponding Service and Rate Schedule will prevail. In the event of conflict between
all applicable State Compliance Addendum and any other part of the Agt'ecnnent, tine terms of the State
Compliance Addendum will prevail, but only with respect to tlae particular lute e,f busincss (e.g., fully insured
HMO) or Product. Various Products may be offered by separate Cot ipany Affiliates and each such Affiliate is
deemed to be a Party to the Agreement.
By executing this Signature Shcet, Provider agrees to participate in tite Product categories identified below with a
check mark. Each Product category is described more fully in tite applicable'Product Addendum. New types and
categories of Products may be added and participation in specific. Productsmay be added or terraninatcd in
accordance with tine terms of the Agreement:
I ✓ I Commercial Health
Medicare
Institutes of Excellence0 (I OE) Transplant Network (subject to separate approval by Company)
Medical Rental Network
Workers' Compensation Network
Auto Network
Other
Provider Agreement (2016) Page I o1-21 V.2.0.04.16
In consideration of the mutual covenants and promises stated herein and for other good and valuable consideration,
JEFI l:ltS0N COUNTY PUBLIC _tlFAIA'HI
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 -12101 /x(116,_.
PROVIDER (Agreeing to contract with Aetna Life Insurance Company and Aetna Health Management,
LLC)
PROVIDER (Agreeing to contract with Aetna Health Inc. and Aetna Health Management, LLC)
By:
a
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: J1 t l I�RSC)N C,( t)t 'I`l' 'UI3I.lC" 1 FAf."1`IJ
Address: 61.5SHERIDAN STREET
City, State, Zip: PORT TONVNSEND, WA 98"a68
Phone Number: 3i0 - 385 - 9100
Provider contract notice email address:
Email: VI;Ct014,ICA, %CEJ 1I.7"i?I I St7N NVA.US
COMPANY Sre ar,:e 6". ,err
By: Step aNe3 Garnett (Dec 1, 2016)
Printed Name: Stephanie Garnett
Title: Director, Network Management
Date: Dec 1, 2016
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 GENEIRAL TERMS AND CONDITIONS
1.0 DEFINITIONS.................................................................................................................................................................... 5
2.0 PROVIDER SERVICES AND OBLIGATIONS.............................................................................................................. 7
2.1
PROVISION OF SERVICES . ..................»„»..............................,,,,.,............,.,,....,,.,
.... , ....,.........7
2.2
NON -DISCRIMINATION ........... ................................. . .--...... ...... .........
.1111.,.................................. 7
2.3
PROVIDER RFPRESENTAT[ONS .............1111» ...... ,.,... .......... ........... ........... ..,,......
,...... .,,,..,..........,...................... 8
2.4
C.rRO[Il' PROVII)l R PAR"fICIPATIQN/Nim GRf:IUP PROVIDERS --- ... .... ........
........................ ............ ..,,.,,.....•,9
2.5
. 1111 ...
PROVIDIti.R CAPACITY.--.- ........................... ........ . .......... ...........
............,. ,,. ...................... ,9
1111
2.6
PROVID RIGROLIP PROP I)I:R INFORMATION ......,»...... .. ... ...........................
... .,», .,;..,........9
2.7
IIVI 11 1GAONS OF PRIMARY CARE PItOVIDEiR'i ................
ADMINISTRA01T1
... ......... . .. ............ 10
2.8
AQMINt.SIR.ATl VF OBLIGATIONS ; CROUP 13ROVIDERs OTIIF`R TIIAN PRIMARY CARE. PROVIDERS., ..........10
2.9
RH-TRRALS AND PRI;SCitIP'CluN4 ...... 1111 . .... .......... ............ »1111, „ .. ..-...,
... ....... ., . .,,...10
2.10
PRQVII)IsR5 INSURANCt"........................,.,...,., .,.,....,.........., ., ,
.. .........
2.11
PRODUCT PARTICIPATION... ....... .......... . ............ ......... .....,,» .».,
......................
2.12
CONSFNTS`T'O RI"LI ASI: W-DICAL INL()RIvEXr ON ..........11., ,.......,...,,.,, 1111,,....
. ...............................
2.13
ENCOUNTER DATA- - ..... .......... ..... ...--- .... ,....... ........ ...............
......... .....,.....,,...... ..,.... 12
3.0
COMPANY OBLIGATIONS..........................................................................................................................................
12
3.1
COMPANY'S COVENANTS.... ..............
12
3.2
CommNy RI.PRFSE' 1,VFIONS. ... . 1111 .. ....... ......... .,... .....,..1111,
., 1111,.. .,...,.......12
3.3
COMPANY'S INSURANCE.......... ,.1111.. ................
...I...., 12
4.0
CLAIMS SUBMISSIONS, RATE AND MEMBER BIL.LING.....................................................................................12
4.1
CLAIM SUBMISSION AN'D PAYMENT..................................................................
........ ..........................12
4.2
COORDINATION Or F1J N[;mr,s .... ..................... ...........
.,,...,.....,14
4.3
MEMBER BILLING.......................................................
...,.,,14
5.0
COMPLIANCE WITH POLICIES.................................................................................................................................15
5,1
POLICIES...............................I.................... ... ....»111..................
,................ ,. ......,.............15
15
5.2
N(YfICLS AND R1iPORTINO ..........,..,,
1111...
.,............15
5.3
11
INPo14MA°TION ANT)12(�.c UR1')S....................11...... .............111,..»1111.,».
' ' 11VI ll S
.._..........,......,......... ....,16
5.4
N? PCIRI I<AT...........
lA1 1YACCRI,)Il[ -,21
.........
5.5
llltOPR1Ll'ARY INI�'O:RMAFlON ....1 .1........1 . ....................... _........ ----
...,,. ............ ...... .............16
6.0
TERM AND TERMINATION.........................................................................................................................................
17
6,1
TERM--.- .... - .... --... ......,,.......,.,,.. ,,.;.,,...............
.1111.. ........ ...:,.<,.,....17
6.2
TERMINATION lAllTI[OUT CAUSt; ..... ............. .....-...1 ,. .......,
, .......... ,,.,,,...................... ,....17
6.3
TERMINATION FOR BRF,AC11 ».,,,....... 11.1,.,1. ... ,... ......... 111 ,,.,.....,
..........................17
6.4
1MMI:DIATT-`, T1:RMINATION OR SUSPENSION...................................................................
..................17
6.5
1111. , .
013110AIIONS FOLI,O4VIN(, r�l"ERMINATIC)N. • .--.•..•...---..
, •.........•...... •.•.•• 18
6.6
0131.10Al IONS DUILING DISI'U'1'I: Rr-wu TION PROC1--uNANG ..,...................,
., ,.. .......:....... ....•,.18
7.0 RELATIONSHIP OF THE PARTIES............................................................................................................................18
7.1 IN[)LI>F'NUI NI` CON`TRAC'l'OiR Sj,_4'rus/RFA.ATiQNSlIll.............. .... ...................... ........... ,,........,...18
7.2 USE OF NAME.......................,,...,.....,.,...,...,,....................,.....19
... 1111. 1111.
7.3 (I
IN7`[ Itl Rl-ldt"I:At FLI (ERAC I UAL 1 1 I KIIONS 1 .................. ... ...,.....,... ,... , ......................... 19
_ ____
8.0 DISPUTE. RESOLUTION................................................................................................................................................ 19
8.1 I1'I[�M[3I.R C RIIiVANCE IisPUTIa RESOLUTION, ........................», . .,...,.,,.... .....,.....,.,.,...,.,.,................19
19
8.2 DISPUI i-. RVSQI.U'1[ON AND MDI .....................................................::...........................................19
8.3 ARBITRATION .................................... ........... ................,.....,.,........ ,......,..,,.,,.:.,..,.......... ......... ....,..........
.,.....
Provider Agreement (2016) Page 3 of 21
V.2.0.04.16
9.0 MISCELLANEOUS......................................................................................................................................................... 20
9.1
NO THIRD PARTY BENEFICIARIES................................................................................................................2a
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
sl('41.SSt1ItS' r1Sft,Nh4l': Sh......................................................... ..... ........
....... ......... ....................2a
9.8
N_OTICES.......................................................................................................................................................21
9.9
NON -EXCLUSIVITY .............................. ... ... ......... ............ ....
.........., ,.,,..... .............21
9.10
.
12L?PiiLS[;M't`A'1'IC7N !3Y Ct IJNSIsI_ .......... . .. . .... ,..., ............_... ........,
, ............. ........ — .... .... .,........21
Provider Agreement (2016) Page 4 of 21
V.2.0.04. f 6
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 frorn 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 Emery Servrcc,s. 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.
1.7Grocer 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 Chante. 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.
19 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 of 23
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.
1.1.1 Participating Providcr. 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 Partici ian l:'ritcri1, 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 payment's 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 Po icies. 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 time), and made available via Company's internet
website, letter, newsletter, electronic mail or other media. Policies may vary by Affiliate and/or Plan.
1.17 Prhnary Care Providcr. 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
Services 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 Pro rietary 1nforntatiort, 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 Date.
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 Specialty 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 Nan-l)iscrimirnition.
2.2.1 Fcluitable 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, cthnicity, 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, the 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 1�epr4s iboiisboiis.
2.3.1 Contracting Authorityy. 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; (e) 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 acereditation(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 ua if ed Pc sot 1. 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 lnterest. 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 Offshoring. 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 Ngtice of Breach Additions or C7eletions 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.
2A (;r oula I'r vi it r"Pe►rtici • 4itp i ►rit 3 w {ire is '' cry vi<lee .
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 I'r xilm r "• ?<►city.
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 Prov4cje /tJiou Proki�i r. t ?nnttti�m.
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 docs 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 (2026) Page 4 of 21
V.2.0.04.16
2.7 kdininistr tive C)bh i n cf Pmangy Gare Providers.
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 Patj�I. 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 &d -w nistrdivc Obli <Xtic�n a grf firsaup C're�vid rc dJther thtu� Prin>ary are Pr tvidcr
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 on 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 lt_icrrt161_114 I%LS_9nptiur 5.
2.9.1 lans, 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 Services after 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 12e uq irenie.nts for Utilization of Non-Participatir�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.2.0.4A.1 b
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 form which may be used for such purpose.
2.9.3 Clmcrgency Cam. 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 Prescribint)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 documentation as appropriate to show evidence of such coverage to
Company upon request. Provider agrees to make best cfforts 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 f'rtsdu . 'a11i4J0•
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 terns 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 !�!rjn„scnts to ltel' IS Mcdici31 Inl`orrnsttion.
Provider will obtain from Ivlembers 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 of 21
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 t:oirnnany's�.
Except as specified otherwise on the applicable Product Addendum, Company or Payers shall provide
Members with a means to identify 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 Prograrns 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 L( ,t It�.ljrescntativns.
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 (o n ms's I—us nrA tic -g.
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 C'1 kiix� ` 111111li —ion,111d 1'avnient.
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 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 make 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 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 lice 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 N1ernbers; provided, howeve r, 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, Company and/or its designees, may, from tirr►e 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 tinder 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 Pavment to Croup 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/ttities shall look 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 pity 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.2.0.00.,16
4.1.4 Utilization 1%,lanagement. 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 Mcnzber Billing.
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 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., ERISA), 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 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 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 lJoidint? Members larmlcss. 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 ►nade 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 (90) 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 N(it Jcs:sLind t�c�tr�kinf .
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 prevision of health care services and that cotildhave
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 Infori i4a)ri aaOill Records.
5.3.1 Maintenance of Itiformat ion- 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 the 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 --Lo Information and 12ccords. Provider agrees that: (a) Company (including Company's
authorized designee) and Payers shallhave 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 (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.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 Quahly Auer, tditutimi fTcvl w and 12c1� rkinl �ctivitics.
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 ProLvietary I[if eirtn-it -OP
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 suelt Proprietary
Information is otherwise publicly available, each Party agrees to beep 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 other Party, and at the
request of the other Party to this Agreement, return or destroy any Proprietary Information upon termination
of this Agreement 11or 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 Term.
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 Party 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 party
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 1zytieciintt7 crminwtCiort tar S�t4 nsion.
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 time: (a) the suspension, termination,
withdrawal, expiration, revocation or non -renewal of any Federal, state or local license, certification
(including, but not limited to, for physicians, a valid DEA certification and right to prescribe controlled
substances), approval or other legal credential 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 NPDB; (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
0) any adverse action with 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 in 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 or 21
V.2.0.04,16
6.5 t)bh tion I irllc7wiuCc �ttinxttion.
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 to 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 Cblitation to Notify Members• 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 C)bhjtttions i)nritrtm I)isputc; Itgssrluticz Ct?__t'oec I�iF ,
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
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'a
and neither Company nor Provider will be liable in any way for the activities of the other Party or the
,
other arty'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. t 6
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 lrrterfcrencc with Contractuai Reltttioia
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 MumbtLtJaret4incc 1)is�t; i2eA tatinra.
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 Leis jute ltsc�iutic0 4ticl Mt ciiatoaa.
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 the 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 Party Bs;ngficiaries.
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 limited to, Members. Nothing in the
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 In ir,Ar °meittl�nrcndtnents.
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 mail 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 an authorized officer of the Party to be charged. Provider waives any claims or
cause of action for fraud in the inducement or execution related to these waivers.
9.4 Go i t191,11 Vv.
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 Litilrf joy"
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 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.
9,6 Sever°a?%lit .
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 Slice SS,'t3S} lViltnitli IA
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 Affiliates)/successor(s) for the products/lines of business assigned to
such entity(ies). In the event of any 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 sent by overnight delivery service
with proof of receipt, or by certified 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 Nern-lxc3t.� ivit�,
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 ItcpreS ntC ti(m C'otnIseI
Each party acknowledges that it has had the opportunity to be represcrited by 'counsel of such Party's choice
Nvith respect to the Agreement. In view of the foregoing and notwithstanding any otherwise applicable
principles of construction or interpretation, the Agreement shalt be deemed to have been drafted jointly by Cite
Parties and in the event of any ambiguity, shall not be construed or interpreted against the drafting Party.
Provider Agreement (2016) Page 21 oP21
V2.0,04.16
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 A1111iates. 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 bener
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 of 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 1
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:
"23.2 General Itepresei)tations, 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. 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 further represents that all
personnel employed by, associated or contracted with Provider who treat Members: (a) are and shall
remain throughout tlae term of this Agreement appropriately licensed and/car 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 lieensure 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 iubcon a.actors. 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 fro n 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 1 l
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 it substitute provider for at least sixty (60) days
duping 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
condiliot s of this Agreement. This Section 23.2.2 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 Release 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 Plug iaceutical 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
hours; 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
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 make 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. 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 RecoyeN'v of _ verpaid 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 made directly by Provider or through offset against future claims.
WA Provider Compliance Addendum (2016) Page 4 of I l
V.3.0.04.16
4,1.1.2 Pi,ovider dispLites of chrims (lecisions liia4ie fir„ 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 nt'Cl runs Payment for which a"Chird Part ids lteslaonsible.
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 clam 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 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 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:
"4.12 Company Obligation to Pa 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 tite 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 of 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 undelaied and unpaid
Clean Claims more than sixty-one (61) 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 Compliance Addendum (2616) 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 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."
4.2 Coordination of Benefits
Section 4.2 Coordination of Benefits, shall be deleted and replaced with the following:
"4.2 Coordin, [iofl3enetits. 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 Cock 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 Pcrm'tted liillina offembcrs, 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 pay 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 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 suarrs 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 1 I
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 Holding Mcmbers 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 Pol gies. 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 Compliance 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 affect
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 . 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 performance 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.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."
WA Provider Compliance Addendum (2016) Page 8 of I I
V.3,0.04.16
6.5.1 Upon Termination
Section 6.5.1 Upon Termination, shall be deleted and replaced with the following:
6.5.1 bion "I'erini►ration. 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:
"73 Irrterf rence with n. ontractual Relnti ns. Provider shall not engage in activities that will cause
Company harm, 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 toany third party membership lists
acquired during the term of this Agreement including, but not limited to, ror 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 from advocating oil 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 I 1
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 truth, reports to state or F=ederal 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 breaell, 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 and/or
district court judge or under Chapter 7.07 of the Devised Code of Washington. 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 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 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 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 11
V.3.0.04.1 b
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 that 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) Page 1 1 of 1 1
V.3.4.04.16
COMMERCIAL HEALTH PRODUCT ADDENDUM
1. Descripflon. 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 Flealth 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: HMO, QPOS,F,lect Choice, Managed Choice POS, Aetna
Choice POS 11, Aetna Select, Open Access Student MC, Aetna Signature Administrators@, joint claims administration,
Passport to Healthcare®, PPO, and National Advantage.
Note,: Many member ID cards include the NationalAdvantage logo (NAP) in conjunction with other Commercial Health
Products. In those circumstances, the rate applicable to the outer Product (not NAI') on the ID card will apply.
2. C.Atl),er "I eruisnl C'nnclitions. 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 Addendum(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 I lealth Product Addendum (2015) Page I of t V.1.0.04.14
PRIMARY CARE PHYSICIAN
SERVICES AND RATE SCHEDULE
RATE:
Payment Details:
For Gatekeever and Non -C alekeeper
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 biotherapies 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
Commercial Health Products offered, administered and/or serviced by Company which do not allow for the
designation and/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 Healtheareg and National Advantage.
In some 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 f FS (2015) Page 1 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 sole 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 or 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.
13iIli11
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 bate of the
Medicate 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.
:_odin
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 and/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 recognized coding structures as directed under applicable Federal
laws and regulations, including, without limitation, 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 credentialing and satisfaction of all other
requirements of Company. Other demographic information may be revised upon written notice from
Provider.
Provider Name: - (�
Service location Name Pov to (Remittance) Name
Jefferson County Public Health
615 Sheridan St.
st Port Townsend, WA 98368
Su
Phone #
Fax
Email Address j
Tax ID# elf -40G0 '
Company Use Only:
Electronic Pay to (Remittan
Name
fas
it oppears on the subrnissioi
Jefferson County Public Health
615 Sheridan St.
Port Townsend, WA 98368
* _ t
t-ompany use vniy: ru. n
Service Location Name
Service Location Name
Pav to Remittance Name
Street
Address
3efferson County Public Health
Electronic Pay to
fn :""'.'�
CqY
615 Sheridan St.
Name
rr,., ,tya) years on the
Jefferson County Public Health
Street
_
Port Townsend, WA 98368
Address
615 Sheridan St.
Suite
Fax #
suite #
Port Townsend, WA 98368
Cit-
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Phone #
Tax ID #
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Name
(as it appears on the .submission
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Location Form Page I of 2
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Pay to Remittance Name
Electronic Pay to (Remittance)
Street
Name
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(as it an ears on the submission)
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Suite #
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Name
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company use unty: riiN H —
Service Location Name
flay to Remittance) Name
Electronic Pay to (Remittance)
Name
(as it a ears on the submission
Street
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Location Form Page 2 of 2
Farm well Request for Taxpayer
(Rei, August ,'ontof Ilio 20 11)
1 reas.ry, 1)
bparironl oIdentification Number and Certification
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internalfievenue Service
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Ivarne (as shown on your income tax return
Jefferson County Public Health
business rutmtldlsragardad entity name, it
Jefferson County Public Health
Check appropriate box for federal tax classification:
❑ Indwounitsole proprietor ❑ (. Corporation CI S Corporation C1 Partnership TrusVestate
❑ Limited liability company Enter the tax classification (CAC corporation, S: S corporation. P=partnership) ►
({l other (see instructions) ► Count Government
_-... _.. a
Address (number, street, and apt or Buda no.) Requester's name
315 Sheridan Street ���
Port Townsend, WA 98_368
list account humbep(s) kora{optional)
Give Form to the
requester, Do not
sand to the IRS,
Exemptions (see instructions):
Exempt payee code (it any)
Exemption from FATCA reporting
code (it any)
• . _ Tax er Identification Number Ili!)
Cmet your TIN u1 the appropriate box. The TIN prov'afod must match the name given on the" line Spciat security number _
to avoid backup withholding. For Individuals, this is your social security number (SSN)_ However, for a
resident alien, sole proprietor, or disregarded entity, see the fart I instructions on page 3. For other -�
entities, it is your employer identification number (FIN) 11 you do not have a number, see Now to get a
TIN on page 3.
Note. 11 the account is in more than one name, sea the chart on page 4 for guidelines on whose Employer Identification number
i
number t0 enter.
9 1 6 0 0 1 3
• Cortflcatlon
Under ponaliins of perjury, I certify that.
1. The number shown on this form is my CorrOct taxpayer identification number (or i am waiting lot 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 have 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
n The FATCA codo(s) entered on this form (if any) indicating that I am exampt from FATCA reporting is correct.
Certification instructions. You 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 all interest and dividends on your tax return. ror real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and
Tenn rutty, paymonts other than interest and dividends. you are not required to sign the certification, but you must provide your Correct TIN. Sea the
atructions on page 3
Sign signature of (}}}}} 4
Hero I U.S, parson► C,i LLQ„ ay Date
General Instruction
Section references Ufa to the Internal Revenue Code unless otherwise noted.
Futuro developments. Thu IRS nos CroOled a page en IRS. Gov lot mlormallon
about Form W-9. al www ir3.9ov1w9 intorinnhon about any Iuture developments
affecting Form W-9 (such as legislation enacted atter we reiease it) will be posted
on phef page.
Purpose of Form
withholding lax on foreign patinas' share of effectively conneCtod income, and
4 Candy that FATCA coda(s) entered on this form (it any) indicating that you are
exempt from the FArCA reponing, is correct.
Note. If you are a U.S: person and a requester gives you a form other than Form
W-9 to raquest your TIN, you must use the requester's form if it is subslantlally
similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you aro considered a U.S,
Person if you aro:
A petson who is required to lite an inlotmaiton return with the IRS must Obtain your ' An rttdlvidual who is a U S. citizen or U : resident scion,
correct taxpayer idenitlicalion number (TIN) to report. for example, income paid to + A partnership, corporation, company, or association Created or organized in the
you payments made to you ,n settlement of payment Card and third party network United Slates or under the laws of the United States,
transactions, fear oYlaie transaciwns:. fnottguge intertest you paid, acquisition or
. An estate (other than a lorilign oslate), or
auandonineni of secured property, cancellation of deur, or contributions you made
to en IRA
+ A domestic trust (as dohnod in Regulations section 301.7701-1):
Use Form W-9 only it you are a U.S. poison (inrludin0 a resident alion). to
Spacial rules for partnerships, Partnorships that conduct o trade or business in
provide your correct 'f IN to the poison requesting if (the requester) and. when
the United Slates are generally required to pay a withholding lex under section
applicaulc to
1446 on any foreign partners' share of effectively connected taxable income from
such business. Further, in certain Cases where a Form W9 has not been recarvod,
I Certify that the TIN you are gfvina is ConaCl (pr you are waiting for a number
t
the rules under section 1446 require a partnership to presume that a partner is a
lu issued),
to reign petson, and pay the section 1446 withholding tax. *Therefore. it you are a
2 Certify that you are not subject to backup withholding, of
U.S. person that is a partner in a partnership conducting U trade or inkiness in the
3. Claim oAemphon Item backup withholding it you aro a U S, exempt puttee. It
United States, provide Form W-9 to the partnership to establish your U.S status
applicable, you are also Cartirying final as a U.S. person, your eilocablo Share of
and avoid section 1 446 withholding on your share of pannersnip income,
any parinership income hum a U.S. trade or business is not subject to the
Cat. No. 10231X Form w-9 Rev 0.2013)
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 riot 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." Exceptions 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 oil an exception contained In the
saving clause of a tax treaty to claim an exemption frorn U,S. lax 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 incorne.
3. The article number (or loeatlon) in the tax treaty that contains the saving
clause and its exceptions.
4. The type and amount of income that qualities for the exemption from tax.
5, Sufficient facts to justify the exemption from tax under the terms of the treaty
article.
Example. Article 20 of the U.S.-Cluna income tax treaty allows art exemption
from fax for scholarship income received uy a Chinese student temporarily present
in the United States. Under O.S. law, this student will Outcome 0 resident mien for
tax purposes it his tv, tiny stay in the United States exceeds 5 calendar years,
ifowover, paragraph 2 of the first Protocol to lite U.S.-Chirru treaty (dated April 30,
1984) allows the provisions of AnIc e 20 to continue to apply even after the
Chinese sbdont beWill" a resident alien of the United ;antes. A Chinese student
who qualifies for this exception (under pitiagr2aph 2. of tt>e first protocol) and is
relying on this exception to claim an exemption from tax on Itis or tier scholarship
or fellowship income would attach to Form W -g a statement thrtl incl€des the
information described above to support that exemption.
If you are a nonresident alien or a foreign ontlty, 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
paymentr. . This is called "backup withhold ng." lsriyrtnents that may be subject to
backup withholding include interest, tax-exempt interest, dividends broker and
barer exchange transactions, rents, rotyalt€es, nonamploy0o pzay, Payments maide
in settlement of payt new card and third party netwot k 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 it you
give the requester youi 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 11 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
payze cartes on page 3 and Ilia 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 financial institution to report all United States
account holders that are specified United States persons. Certain payees are
exempt from FATCA reporting. See Exomption trona FATCA reporting costo 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 payee it you are no longer an exempt payee and anticipate reclaiving
reportable payments in the future from this person; For example, you may need to
provide updated "nforniabon if you are a C corporation that eloets to be all S
corporation, or if yn i no longer life tax exempt. In addition, you most furnish anew
Form W,9 If the name or TIN changes for the account, for example, if the granter
of a grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are
Subject to a penalty 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. If 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 c0m icatlons or
affirmations may subject you to criminal penalties including fines andfor
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 are art Individual, you must generally tinter the name shown on your income
tax return, However, if you have changed your last name, for instaltce. due to
marriage without informing the Social Security Administration of the name change,
enter your first nacre, tine 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 Individual name as shown on your Income tax return
on the "Name" line. You may enter your business, trade, or' doing business as
(DBA)" names oil the "Business nametdisragarded entity name" line,
Partnership, C Corporation, or S Corporation. Enter the entity's name on the
"Name" line and any business, trade, or "dieing tsusine,ss as (DBA) name" on the
"Business name/disregarded entity name" line.
Disregarded entity: Fpr U.S, (enteral tax purposes, all entity that is disregarded as
an entity separate from its owner Is treated as
a iedffsrregnrdad enflty." See
Regulation, section 301.7701-2(c)(2)(6i), Enter the owner's name on the 'Name'
line, The name of the ,entity entered on the "Name" line should never be a
disregarded amity. "I"he name on the "Name)" line trtust be the name shown on the
income tax return on which the Income should be reported. Per example, It a
foreign LLC that Is treated is a disregarded e°aitit , for ITS, federal tax purposes
has a s€rigie owner that is a U.S, person, the U.S. owner's name is required to be
provided on the "Narne` line, if tine direct owner of the entity is also a disregarded
entity, enter the first owner that is not disregarded for federal tax purposes. Enter
the disregarded entity's na it e tufa the "Business narnetdisregarded entity name"
Buie. if the owner of the disrergarded enlity is a foreign person, the owner must
complete an appropriate Fonai W-8 instead of a Form W-0. Tills Is the case even It
the foreign person has a U.S. TIN.
Note, Check the appropriate box for the U.S. federal tax classification of the
person whose mime is entered ori the "Nairne" line (Individuallsolo proprietor,
Partnership, C (1,cupdration, S Corporation, Trust/estate),
Limited Liability Company (LLC), if the person Identified on the "Name" line is an
LL.0 check the "Limited liability company" box only and enter the appropriate
code for the U.S. federal tax classification in ilia space prcylded, if you are an LLC
that is treated as -a patmersiup for U.S. federal W. purposes, reciter "P" for
partnership, It you are an LI -0 that has filed a Forth 8832 or a Farm 2553 to be,
taxed as a corporation, enter ,C11 for C corporation or "Sr 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 for amployrriant and excise
tax), do not check the LLC box unless the owner of the LLC (squired to be
Identified on the "Name" line) is another LLG that is not disregarded for U.&
federal tax purposes. If the LLC Is drsregardsd as an entity separate from its
owner, enter the appropriatetaxclassification of the owner identified on the
"Name" line.
Other entities. Enter your business name as shown on required U.S. federal tax
documents on the "Name" line. This name should match the name shown on the
charter or other legal document creating the entity. You may enter any business,
trade, or DBA name on lie `' Buslrnasshame/disregardcad entity name" line.
Exemptions
it you are exempt from tsackup withholding and/or FATCA reporting, enter in the
Exenlistlons box, any code 5) that may apply to you. See Exempt payee code and
Exemption from f`ATCA reporting code on page 3,
Form W-9 (Rev. 8-2013) Page 3
Exempt payee code. Generally, individuals (including sole proprietors) are riot
exempt from backup wighl tolaii iyCorpotations are exempt from backup
withholdirif'l for cerloill Payments. sigh as interest and djvjdends. Corporations are
not exornpl, from backup withholding for ptiVrients made In settlement of payment
card or third party network transactions.
Note. it 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 tinder 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 CGMITiodifles 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 COMITIOn 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 paynients that may be exempt from backup
withholding. The chart applies to the exempt payees listed above, 1 through 13.
IF the payment is for THEN the payment Is exempt for
Interest and dividend payments 1 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 I through 4
patronage dividends
Payments over $600 required to be Generally, exempt payees
ieporlod and direct soles over 55,000' 1 through 52
Payments made in settlement of Exempt payees 1 through 4
payment card or third party network
transactions
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 FATCA reporting code. Thu following codes identify payees
that are exempt from roporflng under FATCA_ These codes apply to persons
soonnitt9i19 thus form for accounts mairiWined otilskii, of the United States by
certain foreign financial itlstltutions. Thorohife, if yet, are only =submitting this form
for an account you hold Jit the United States. YOU May lUaVot this field blainilk.
Consult with the person requesting this form if ypo are uncerlairt if the financial
institution is Subject to these requirements.
A—An organization exempt from tax Linder 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 corporation tine stock of which is regularly traded on one or more
established sectintio- markets, as described in Reg. saution 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)(i)
F —A dealer in securities, commodities, or derivative financial instruments
(Including notional principal contracts, futures, forwards, and options) that is
registered as such under the laws of the United States or any state
G—A real estate investment trust
H —A regulated investment company as defined in section 851 or an entity
registered at all turrets -{luring the tax 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 Linder a section 403(b) plan or section 457(g) plan
Part 1. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. if you are a resident alien and you do not
have and are not eligible to get an 58N, your TIN is your IRS individual taxpayer
identification number (ITIN). Enter it in the social sorority nomber box. It you do not
have an ITIN, see Now 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 IRIS prefers that you use your SSN.
If you are a single-monihor LLC that Is disregarded as an entity separate from its
owner (see Dryttited Liability Company tLl.Q on page 2), enter the owner's SSN Or
EIN, if the owner ties one). Do not enter the disregarded entity's EIN. If the LLC is
classified as a corporation or partnership, enter the entity's EIN,
Note. See the chart on page 4 for further clarification of name and TIN
combinations.
How to get c, TIN. If you do riot have a TIN, apply for one immediately. To apply
for an SSN, got Form S$-5, Application for a Social Sorority Card,
from your local
Social Security AdrrIhtstfatkLh office or got this form online at wLvw.ssa,9oV. You
may also got this form by calling 1.800-772-1213, Use Fenn W-7, Application for
IRS IndividualTaxpaypr identification Number, to apply for an ITIN, or Form SSA,
Application for Employer Identification Number, to ar)ply for an EIN. You can apply
for an EIN online by accessing the IRS welaste at wivivJrS.900businesses arid
clicking on Employer Identification Number (EIN) under Starting a Business, You
can get Forms W-7 and SS -4 froin the IRS by Visiting IRS.gov or by calling 1-800-
TAX -FORM
-800-
TAX-FORM
It yrnui am askod to complet0l Form W -f) trort do not have a TIN, apply for a TIN
arid write "Applied For" In the space for the TIN, sign and date thO farm, and give it
to the requester, For iWerost and dividend Payrflents, and certain payments inside
with respwt 10 readily tracialuls, instrument% generally you will have 60 days to 901
a IN and give it to the requester before you are subject to backup Withholding On
paytyOrrb;, The 60 -day rule dues no, apply jo other type.-, of payments. You Will be
subtect to backup withholding <)it all such payments until you provide yourTIN 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 owner must use the
appropriate Form W-8
Part 11. Certification
To establish to the withholding agent that you are a U.S. person, or resident alien,
sign Form W-9. You may be reqUeated to sign by the withholding agent oven if
items 1, 4, or 5 below indicate otherwise,
For a i0int tcuour1j, only thu porwit whose TIN is shown in Part I should sign
(when required), In the case of a ch"arded entity, the person identified on the
"Nan Le" title must sign, Exempt Payees, SOO txempl payee rode earlier.
Signature requirements. Complete the cerifficatlon as indicated in items 1
through 5 below.
1. Interest, dividend, and batter 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 accounts opened after
1983 and broker accounts considered inartivo during iiI You must sign the
certificijilon or backup withholding wig apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross cut 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 fttrisl QW0 your correct TIN. but you do not have to sign
line cetlIficatior, unless you have been notified that you have previously given an
incorrect TIN. "Other payrnotas' in,clude payments made in the course of the
tequiester's trade or business lot rents, royalties, goods (other than bills for
merriatirdisei, medical and health care services (including payments to
Cofloorrajons). payments to a nonemployee for services, payments made In
settlement 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 corporations).
6. Mortgage Interest paid by you, acquisition or abandonment of secured
property, cancellation of debt, qualified tuition program payments (under
section 629), IFIA, Coverclell ESA, Archer MSA or HSA contributions or
distributions, and pension distributions. you inarst give your correct TIN, but you
do not have to sign the certification,
Form W-9 (Rev. 8-2013) Page 4
What Name and Number To Give the Requester
For this type of account:
1. Individual
2, Two or inore individuals (loint
account)
3. Custodian account of a minor
(Uniform Gift to Miners Act)
4. a. The usual revocable savings
trust (grantor is also trustee)
b. So-called trust account that is
not a legal or valid trust under
state law
5. Sole proprietorship or disregarded
entity owned by an individual
6. Grantor trust filing under Optional
Form 1099 Filing Method 1 (see
Rogulatfon section 1.6711-4(b)(2)(i)(A))
For this type of account:
Give name and SSN of:
The individual
The actual owner of the account or
if COrnbined funds, the first
individual on the account
The minor'
The grantor -trustee'
The actual owner
The owner'
The grantor'
Give name and EIN of:
7. Disregarded entity not owned 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
lax -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
j 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 KIM filing under the Form
The trust
1041 Filing Method or the Optional
Form 1099 Filing Method 2 (sea
Regulation section 11.6711-1(b)(2)(i)(B))
List fist and circle the name of the parson whose number you furnish, If only one person on a
joint account has an SSN, that person's number must be furnished.
Circle the mina's name and furnish the minor's SSN
r You must ufl(yy your indmnuW flaino and you may also onfer your busine", or 'DBA" name on
the 'Businosa hame/disrectamien arility" name fine, You may use either your GSN or EIN (if you
have one), but we lRok encourages you to use your SSN.
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 for paltneishlos On Page I
`Note. Grantor also must provide a Form W-9 to Trustee of trust.
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
Identity theft occurs when someone uses your personal intomation such as your
name, social securlily numbs( (SSN), or piner identifying infortraftion, without your
par mission, to darnrull fraud of other crimes. An identity thief may use your S&N to
get it job or may file a lax 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 stolon purse or wallet, 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.
Victims of identity theft vitic, are experiencing economic harm Of 0 !system
ptoolord, or are seeking help In resolving tax problems that have not been resolved
through normal channels, may be ollijitilo for Taxpayer Advocate Service (TAB)
assistance, You con reach I -AS by selling the TAS tall -free case intake line at
1-877-777-4778 or TTY/TDD 1-800-829-4059.
Protect yourself from suspicious lemails or phishing schemes. Phishing is the
creation and use of email and web%ilas designed to mimic legitimate business
emails and websites. The most common act is sending an email to a user falsely
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If you receive an unsolicited email CIA[iffing to be from the IRS, forward this
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of other IRS property to the Treasury inspector General for Tax Administration at
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Comithussion tit; spamot0luco.gov or contact them At www1tc,90trfidtiriettor 1-877-
IDTI iEFT (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 pfarquhs lincluding federal agencies) who arOmquitiod tools 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 uses the Information on the term to file Information returns with the IRS,
reporting the above Information. Routine uses of this information include giving it to the Department Of Justice for civil and criminal litigarflonand to 0itis, states, the District
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payrnorys to a payee who does not give a TIN to the payer, Certain penalties may aiuia Apply for providkiq (also or fraudulent Information.
Provider Roster
(Please complete for each provider covered under Tax ID Number — please make additional copies as necessary)
Last Name First Name
MI
Degree
stole
Specialty
Provider NPI°Location,
(PCP or
SPEC)
(Internal
Medicine, General
Number
(Clinic - name or
streetfrom critract
Surgery, etc.)
`location form")
1 C?C
ns
X1122 j P
r. ,
F4107. � >,,{,�,�
I4-877/Aj s7K
i "S�C'_ P IN
a
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
Signature: Y ast.c
�Kc 13 do.us ;J 3n J 1 1x117;
Email: MonisKA@aetna.com
1 S Sheridan Street
Port Townsend, WA 98368
www.JeffersonCountyPublicHealth.org
Consent Agenda
July 8, 2016
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
201
TO: Board of County Commissioners
Dennis Richards, County Administrator JEFF 't%' ' `� l-� )'N
PR'; S', L' TiNUA"I i11N—E '
FROM: Vicki Kirkpatrick, Director
DATE: 0 10 ( 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
P orley, ck�iy Admin 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
615 Sheridan Street
Port Townsend, WA 98368
www.JeffersonCountyPublicHealth.org
CONTRACT REVIEW FORM
1 N=6
JUL 112016
CONTRACT WITH: Aetna Health Inc.
CONTRACT FOR: Physician Group Agreement for Provider TER1fj" O'k a ►' t
Services � N =x'j t °.
COUNTY DEPARTMENT: Jefferson County Public Health
For More Information Contact: Vicki Kirkpatrick
Contact Phone #: X408
RETURN TO: Denise Banker RETURN BY: ASAP
AMOUNT:
Revenue:
Expenditure:
Matching Funds Required:
Source(s):
Review
Date Revi
PROCESS:
❑ Exempt from Bid Process
❑ Consultant Selection Process
❑ Cooperative Purchase
❑ Competitive Sealed Bid
❑ Small Work Roster
❑ Vendor List Bid
❑ RFP or RFQ
IRE Other: Fee for Service
', APPROVED FORM ❑ urned for revision (See Comments)
Comments: s ��vt 5•, L d`-= ccc-tss T® �.1 ���,�r .
�r� , �47� ; �C s %� `rte-- �' y; � G�`��,`�%f �, � ✓�:T�`s F�.� �Zv 'i
Step 2: REVIEW BY PROSECUTING ATT?XEY�
Review by: c`
Date Reviewed: 2� i
APPROVED AS TO FORM LJ Returned for revision (See Comm nts)
Comments:5-,,5 2<f.�'"`ri'.
�1,,;�� � � h� � f �.�- � l�� e��1�►`" , � �e c 4t�, `L ��, F � 5�. ��� ,/ r��1-�S �`
`'w;' LZ 'J( kc'a [S no -WA
(This form to stay with contract throughout the contract review process) w5&z qqX Cs.. fl-bcetis ,
Community Health Environmental Health
Developmental Disabilities Water Quality
360-385-9400 360-385-9444
360-385-9401 (f) Always working for a safer and healthier community (f) 360-379-4487
CNO-