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Regulatory Requirements: (i) Company and Payer, during regular business hours and upon prior notice; (ii)
<br />appropriate State and federal authorities, to the extent such access is necessary to comply with Regulatory
<br />Requirements; and (iii) accreditation organizations. Access to health information and other similar records by
<br />Company or Payer shall be limited to records related to Covered Persons. Access to medical records for audit
<br />purposes must be limited to only that necessary to perform the audit. Provider and each Contracted Provider shall
<br />provide copies of such records at no expense to any of the foregoing that may make such request. Each Contracted
<br />Provider also shall obtain any authorization or consent that may be required from a Covered Person in order to release
<br />medical records and information to Company or Payer or any of their delegates. Provider and each Contracted
<br />Provider shall cooperate in and allow on -site inspections of its, his or her facilities and records by any Company,
<br />Payer, their delegates, any authorized government officials, and accreditation organizations. Provider and each
<br />Contracted Provider shall compile information necessary for the expeditious completion of such on -site inspection in
<br />a timely manner. Contracted Providers may audit or examine Company or Payer's books and records of account
<br />related to transactions between Company or Payer and Contracted Provider during normal business hours and upon
<br />reasonable prior notice.
<br />4.3. Record Transfer. Subject to applicable Regulatory Requirements, each Contracted Provider shall
<br />cooperate in the timely transfer of Covered Persons' medical records to any other health care provider, at no charge
<br />and when required by Company.
<br />ARTICLE V - INSURANCE AND INDEMNIFICATION
<br />5.1. Insurance. During the term of this Agreement and for any applicable continuation period as set forth
<br />in Section 7.3 of this Agreement, Provider and each Contracted Provider shall maintain policies of general and
<br />professional liability insurance and other insurance necessary to insure Provider and each Contracted Provider,
<br />respectively; their respective employees; and any other person providing services hereunder on behalf of Provider or
<br />such Contracted Provider, as applicable, against any claim(s) of personal injuries or death alleged to have been caused
<br />or caused by their performance under this Agreement. Such insurance shall include, but not be limited to, any "tail"
<br />or prior acts coverage necessary to avoid any gap in coverage. Insurance shall be through a licensed carrier acceptable
<br />to Health Plan, and in a minimum amount of $1,000,000 per occurrence, and $3,000,000 in the aggregate unless a
<br />lesser amount is accepted by Health Plan or where State law mandates otherwise. Provider and each Contracted
<br />Provider will provide Health Plan with at least 15 days' prior written notice of cancellation, non -renewal, lapse, or
<br />adverse material modification of such coverage. Upon Health Plan's request, Provider and each Contracted Provider
<br />will furnish Health Plan with evidence of such insurance.
<br />5.2. Indemnification by Provider and Contracted Provider. Provider and each Contracted Provider shall
<br />indemnify and hold harmless (and at Health Plan's request defend) Company and Payer and all of their respective
<br />officers, directors, agents and employees from and against any and all third party claims for any loss, damages,
<br />liability, costs, or expenses (including reasonable attorney's fees) judgments or obligations arising from or relating
<br />to any negligence, wrongful act or omission, or breach of this Agreement by Provider, a Contracted Provider, or any
<br />of their respective officers, directors, agents or employees.
<br />5.3. Indemnification by Health Plan,
<br />Health Plan agrees to indemnify and hold harmless (and at
<br />Provider's request defend) Provider, Contracted Providers, and their officers, directors, agents and employees from
<br />and against any and all third party claims for any loss, damages, liability, costs, or expenses (including reasonable
<br />attorney's fees), judgments, or obligations arising from or relating to any negligence, wrongful act or omission or
<br />breach of this Agreement by Company or its directors, officers, agents or employee.
<br />ARTICLE VI - DISPUTE RESOLUTION
<br />6.1. Informal Dispute Resolution. Any dispute between Provider and/or a Contracted Provider, as
<br />applicable (the "Provider Party"), and Health Plan and/or Company, as applicable (including any Company acting as
<br />Payer) (the "Administrator Party"), with respect to or involving the performance under, termination of, or
<br />PPA WA - Kittitas County Public Health - 05.07.2025 - ICMProviderAgreement_360268 Page 1 I of 24
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