SHJ25-007 Kittitas County and Wellpoint Agreement - PARTIALLY EXECUTED

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for payment purposes, for health care operations purposes consistent with those enumerated in the first two paragraphs of the health care operations definition in HIPAA (45 CFR 164.501), or for purposes of health care fraud and abuse detection or compliance. Such data shall be in the form of an automated transfer of Provider's Electronic Medical Record ("EMIR") clinical data for closed encounters in the industry -standard Clinical Document Architecture ("CDA") format for the aforementioned uses, which shall be via Epic Payer Platform ("EPP") Clinical Data Exchange ("CDE") for providers on the Epic EMR, or materially similar connectivity interface for alternate EMIR platform (e.g. Carrier, Allscripts). Automated transfer of the data shall occur ("go - live") within three (3) months after the Effective Date of this Agreement. Configuration shall be enabled such that clinical information is made available timely during and throughout inpatient encounters. Provider shall provide data as set forth in Policies or the provider manual(s), as applicable. ARTICLE IV INSURANCE 4.1 Wellpoint Insurance. Wellpoint shall self -insure or maintain insurance as required underapplicable Regulatory Requirements to insure Wellpoint and its employees, acting within the scope of their duties. 4.2 Provider Insurance. Provider shall self -insure or maintain insurance in types and amounts reasonably determined by Provider, or as required under applicable Regulatory Requirements. ARTICLE V RELATIONSHIP OF THE PARTIES 5.1 Relationship of the Parties. For purposes of this Agreement, Wellpoint and Provider are and will act at all times as independent contractors. Nothing in this Agreement shall be construed, or be deemed to create, a relationship of employer or employee or principal and agent, partnership, joint venture, or any relationship other than that of independent entities contracting with each other for the purposes of effectuating this Agreement. 5.2 Provider Representations and Warranties. Provider represents and warrants that it has the corporate power and authority to execute and deliver this Agreement on its own behalf, and on behalf of any other individuals or entities that are owned, or employed or subcontracted with or by Provider to provide services under this Agreement. Provider further certifies that individuals or entities that are owned, employed or subcontracted with Provider agree to comply with the terms and conditions of this Agreement. ARTICLE VI INDEMNIFICATION AND LIMITATION OF LIABILITY 6.1 Indemnification. Wellpoint and Provider shall each indemnify, defend and hold harmless the other party, and his/her/its directors, officers, employees, agents, Affiliates and subsidiaries ("Representatives"), from and against any and all losses, claims, damages, liabilities, costs and expenses (including without limitation, reasonable attorneys' fees and costs) arising from third party claims resulting from the indemnifying parry's or his/her/its Representative's failure to perform the indemnifying party's obligations under this Agreement, and/or the indemnifying party's or his/her/its Representative's violation of any law, statute, ordinance, order, standard of care, rule or regulation. The obligation to provide indemnification under this Agreement shall be contingent upon the party seeking indemnification providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, allowing the indemnifying party to control the defense and settlement of such claim, provided however that the indemnifying party agrees not to enter into any settlement or compromise of any claim or action in a manner that admits fault or imposes any restrictions or obligations on an indemnified party without that indemnified parry's prior written consent which will not be unreasonably withheld, and cooperating fully with the indemnifying party in connection with such defense and settlement. 6.2 This provision intentionally left blank. ARTICLE VII DISPUTE RESOLUTION 7.1 Complaints of Members. Wellpoint shall notify the Provider concerning any complaint by a Member involving that Provideror a Participating Providerof that Provider in accordance with procedures set forth in the provider manual. The provisions of this Article shall only apply to disputes that have complied fully with all grievance and appeal procedures set forth in the provider manual. Washington Enterprise Provider Agreement PCs g 1183932156 1D2024 July— Wellpoint Washington, Inc. 05/05/2025