SHJ25-008 COORDINATED CARE CONTRACT - PARTIALLY EXECUTED

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interpretation of this Agreement, or any other claim or cause of action hereunder, whether sounding in tort, contract or under statute (a "Dispute") shall first be addressed by exhausting the applicable policies and procedures pertaining to claims payment, credentialing, utilization management, or other programs. If, at the conclusion of these applicable procedures, the matter is not resolved to the satisfaction of the Provider Party and the Administrator Party, or if there are no such policies, then the Provider Party and the Administrator Party agree that they will engage in a period of good faith negotiations between their designated representatives who have authority to settle the Dispute, which negotiations may be initiated by either the Provider Party or the Administrator Party upon written request to the other, provided such request takes place within one year of the date on which the requesting party first had, or reasonably should have had, knowledge of the event(s) giving rise to the Dispute. Administrator Party must render a decision on a Provider Party complaint within a reasonable time for the type of dispute. In the case of billing disputes, the Administrator Party must render a decision within 30 days of a complaint. If a written complaint is submitted by the Provider Party and the Administrator Party does not grant or reject such written complaint within 30 days, then the Provider Party may, but is not required to, choose to proceed as if the complaint is rejected and submit the complaint to nonbinding mediation. Alternatively, if the matter has not been resolved within 60 days of such request, either the Provider Party or the Administrator Party may initiate arbitration pursuant to Section 6.2 below by providing a written request to the other party. The other party may, but is not required to, consent to such binding arbitration process. 6.2. Arbitration. If mutually agreed upon by the Provider Party and the Administrator Party, either of the Provider Party and the Administrator Party wishing to pursue the Dispute as provided in Section 6.1 may submit it to binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). In no event may any arbitration be initiated more than 1 year following, as applicable, the end of the 60 day negotiation period set forth in Section 6.1, or the date of notice of termination. Arbitration proceedings shall be conducted by an arbitrator chosen from the National Healthcare Panel at a mutually agreed upon location within the State. Any arbitration in which the total amount in controversy is less than $100,000 shall be conducted in a single hearing day. The Parties and the Contracted Providers, on behalf of themselves and those that they may now or hereafter represent, agree to and do hereby waive any right to pursue, on a class basis, any Dispute. Each of the Provider Party and the Administrator Party shall bear its own costs and attorneys' fees related to the arbitration except that the AAA's administrative fees, all arbitrator compensation and travel and other expenses, and all costs of any proof produced at the direct request of the arbitrator shall be borne equally by the applicable parties, and the arbitrator shall not have the authority to order otherwise. The existence of a Dispute or arbitration proceeding shall not in and of itself constitute cause for termination of this Agreement. Except as hereafter provided, during an arbitration proceeding, each of the Provider Party and the Administrator Party shall continue to perform its obligations under this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this Agreement. Nothing contained in this Article VI shall limit a Party's right to terminate this Agreement with or without cause in accordance with Section 7.2. Nothing herein shall be construed to require alternative dispute resolution to the exclusion of judicial remedies. ARTICLE VII - TERM AND TERMINATION 7.1. Term. This Agreement is effective as of the Effective Date, and will remain in effect for an initial term ("Initial Term") of 1 year, after which it will automatically renew for successive terms of one year each (each a "Renewal Term"), unless this Agreement is sooner terminated as provided in this Agreement or either Party gives the other Party written notice of non -renewal of this Agreement not less than 180 days prior to the end of the then - current term. 7.2. Termination. This Agreement, or the participation of Provider or a Contracted Provider as a Participating Provider in one or more Products, may be terminated or suspended as set forth below. 7.2.1. Upon Notice. This Agreement maybe terminated by either Party giving the other Party at least 180 days' prior written notice of such termination. PPA WA - Kittitas County Public Health - 05.07.2025 - ICMProviderAgreement_360268 Page 12 of 24