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Home My WebLink AboutFirst CHoice AgreementToday's Date 04/23/2018 Fund/Department 116 -Public Health Kittitas County Review Form Grants & Contract Agreement Agenda Date ir.sW SFS---.�"p c. KFTt TAS1 kIVY1V Contract/Grant Information Contract /Grant Agency: First Choice Period Begin Date: Upon Signature Period End Date: Upon termination by either party Total Grant/Contract Amount: $ Grant/Contract Number: Contract/Grant Summary: The agreement between Kittitas County Public Health Department and First Choice so the department can bill patients health insurance for services provided. Recommendation for Board of Health and Board of Health Review on F Department Head Signature: Administrator Date: Kittitas County Prosecutor, Auditor, and Board of Health Review and Comment: APPROVED AS TO FORM: Signature of Prosecutor's Office Date Signature of Auditor's Office Date Signature of Board of Health member Date Financial Information Total Amount $ State Funds $ Federal Funds $ Percentage County Funds Matching Funds $ CFDA# In -Kind $ Explain ENE Grant/Contract Review Page 1 FNe Equipment being purchased? Who owns equipment? w Personnel being hired? Contact HR hiring — reporting requi Future impacts or liability to Kittitas County: Budget Information Budget Amendment Needed? New Division Created? r Revenue Code Pass Through Information Yes ❑ attach budget form No ❑ Why not Agency to Pass Through Amount to Pass Through $ Sub -Contract Approved Date: Prosecutor Review Has the Prosecutor reviewed this agreement? YesEl No County Departments Impacted Submitted Signature: Department: Assignment of Tracking Information Auditor's Office Human Resource Prosecutor's Office Who Signed the grant application Reviewer Date Grant/Contract Review Page 2 Auditor Facilities Maintenance Information Services Prosecutor Human Resource Treasurer Submitted Signature: Department: Assignment of Tracking Information Auditor's Office Human Resource Prosecutor's Office Who Signed the grant application Reviewer Date Grant/Contract Review Page 2 First Choice Health,. Su1L)VO S_'YSIM:x HeaHhy Employees He.21my Companlea... FAx' 7'6:67&7C0 SYO's.1c lll.c601 First Choice Health Network Preferred Provider/Group Agreement This Agreement is entered into between First Choice Health Network, Inc., a Washington corporation, ("FCHN, Inc.") and First Choice Health Network of Oregon, Inc., an Oregon corporation, ("FCHN, Oregon") on one hand, and Kittitas County Public Health Department (hereinafter "Provide") on the other hand. The effective date of this Agreement is the day of ("Effective Date'). FCHN, Inc. and FCHN, Oregon is collectively referred to herein as "FCHN". In consideration of the mutual promises and covenants set forth herein, FCHN and Provider agree as follows: 1. DEFINITIONS 1.1 Agreement means this Preferred Provider Agreement for health services between FCHN and the Provider/Provider Group and any Amendments, Schedules and Exhibits hereto. 1.2 Benefit Plan means a program offered by or administered by a Payor for the payment of Covered Services provided to an eligible Participant. Benefit Plans may be insured or self-insured, and shall not include discount medical plan programs defined as including, but not limited to, programs that do not include an element of insurance risk and/or prepaid medical services. 1.3 Clean Claim means 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. 1.4 Coinsurance means a cost-sharing obligation that requires the Participants to pay a percentage of the cost of specified Covered Services. 1.5 Co -payment means the amount that a Participant is responsible to pay under a Benefit Plan at the time of service. 1.6 Covered Services means those specified Medically Necessary health care benefits and services which a Participant is eligible to receive under the Participant's Benefit Plan. Covered Services is further defined as services for which a Provider is entitled to receive payment from a Payor pursuant to the terms of this Agreement and for which benefits under the Participant's Benefit Plan have not been exhausted. 1.7 Deductible means the amount a Participant must pay for Covered Services each calendar or contract year before a Payor commences payment for Covered Services as defined under the applicable Benefit Plan. 1.8 Emergency Medical Condition means the emergent and acute onset of a symptom or symptoms, including severe pain, that would lead a prudent layperson, acting reasonably to believe that a health condition exists that requires immediate medical attention, if failure to provide medical attention would result in serious impairment to bodily functions or serious dysfunction of a bodily organ or part, or would place the Participant's health in serious jeopardy. 1.9 Medical Director means the officer of FCHN, the Payor, or other party who is in charge of the applicable Medical Management Program for the Participant. FCHN-PRO-042016 1.10 Medical Management Program means a program consisting of but not limited to authorization; concurrent medical review; primary case management; and a quality assurance program, with the objective to assure that health care services provided to Participants are Medically Necessary and delivered in an appropriate setting. 1.11 Medical Necessity or Medically Necessary means a medical service or medical supply, as determined by the Medical Management Program, which meets all of the following criteria: 1. It is required for the treatment or diagnosis of a covered medical condition; 2. It is the most appropriate supply or level of service that is essential for the diagnosis or treatment of the Participant's covered medical condition; 3. It is known to be effective in improving health outcomes for the Participant's covered medical condition in accordance with sufficient scientific evidence and professionally recognized standards; 4. It is not furnished primarily for the convenience of the Participant or the provider of services; and 5. It represents the most economically efficient use of medical services and supplies that may be provided safely and effectively to the Participant. Medical Necessity alone does not determine coverage. 1.12 Participant means any person who is eligible to receive Covered Services under the terms and conditions of a specific Benefit Plan. 1.13 Participating Provider or Provider means a physician or other provider licensed to provide health care services under applicable federal and/or state laws who has entered into a written agreement with FCHN to provide Covered Services to Participants pursuant to the terms of the applicable Benefit Plan and this Agreement. 1.14 Payor means employers, insurance companies, associations, trusts, third -party administrators (TPA) and any other legal entity which (i) has an obligation to administer and pay for Covered Services provided to a Participant under a Benefit Plan, and (ii) has entered into or is subject to a written agreement with FCHN. 1.15 Primary Care Provider ("PCP") means a Participating Provider who is an allopathic or osteopathic physician or other licensed healthcare provider, practicing in the field of general practice, family practice, general internal medicine or general pediatrics, who meets FCHN's credentialing standards, and under the terms of this Agreement, agrees to provide Covered Services to Participants within the scope of his/her license. 1.16 Provider Group means a clinic or group (i) comprised of health care professionals all of whom are licensed and/or certified under applicable federal and/or state laws and who bill as one entity, and (ii) which has contracted with FCHN to provide Covered Services to Participants. 1.17 Provider Policies and Procedures means those policies and procedures established by FCHN which set forth FCHN's and Payors' policies and procedures including, but not limited to, billing and claims payment, provider credentialing, participant grievances, utilization review, and quality management. 1.18 Specialist Provider means a Participating Provider who is an allopathic or osteopathic physician or other licensed healthcare provider who (i) practices in a particular specialty, (ii) is either Board certified or obtains Board certification within five (5) years after completing residency training, (iii) meets FCHN's credentialing standards, and (iv) under the terms of this Agreement, agrees to provide Covered Services to Participants within the scope of his or her license. 1.19 Urgent Services means Covered Services provided when a Participant not residing in FCHN's Service Area is temporarily absent from his or her area of residence and (i) such services are Medically Necessary and immediately required as a result of unforeseen illness, injury, or condition, and (ii) it was not reasonable given the circumstances for the Participant to obtain the services through a provider network in the Participant's area of residence. FCHN-PRO-042016 1.20 Utilization Review means the prospective, concurrent, or retrospective assessment of the necessity and appropriateness of the allocation of health care resources and services of a provider or facility given or proposed to be given to a Participant. 2. RESPONSIBILITIES OF PROVIDER 2.1 Provide or Arrange for Covered Services For each Participant, Provider shall provide, or arrange for the provision of Covered Services on a timely basis, without regard to health status or medical condition, and in accordance with generally accepted medical practice guidelines and standards pursuant to the terms of this Agreement, and in accordance with applicable FCHN Provider Policies and Procedures. Except in the case of an Emergency Medical Condition, Provider agrees to verify each Participant's eligibility prior to providing Covered Services. In the case of an Emergency Medical Condition, Provider will notify FCHN or the appropriate Payor of the provision of Medically Necessary services to treat a Participant's Emergency Medical Condition during the first business day immediately following the provision of such services. Provider agrees to furnish Covered Services to each Participant on the same basis as such services are made available to individuals who are not Participants, and without regard to the Participant's enrollment in FCHN as a private purchaser or as a participant in publicly financed programs of health care services. In providing services under this Agreement, Provider shall exercise the degree of care, skill, and knowledge expected of a reasonably prudent health care provider and in a manner consistent with currently approved methods and practices in Provider's medical specialty. Provider shall exercise his or her own professional medical judgment, free of any direction or control by FCHN, and shall remain solely responsible for the quality of services rendered. 2.2 Accessibility and Hours of Service Provider shall arrange for the provision of Covered Services to Participants during normal business hours at the usual places of business of Provider. Provider shall ensure that Provider arranges for and maintains call schedules that provide appropriate call coverage to Participants in the event Participants are unable to contact their Participating Providers. 2.3 Primary Care Providers (PCP's) For Participants enrolled in Benefit Plans requiring a referral, PCP's are intended to be the patient's first source of care. PCPs are required to comply with any applicable Medical Management and Quality Improvement programs as outlined in Section 2.9. Some Participant Benefit Plans may require the PCP to facilitate Medically Necessary Specialist Provider referrals via an approved process. In those instances, Provider agrees to provide referrals in accordance with the approved process. If the type of specialist needed for a specific condition is not represented in the Participant's Benefit Plan's panel of Participating Providers, the PCP will facilitate a referral to a medically appropriate non -participating specialist. 2.4 Specialist Providers Specialist Providers shall adhere to the degree of responsibility requested by the referring FCHN PCP. For Participants enrolled in Benefit Plans requiring referrals by a PCP, the Specialist Provider shall also communicate to the referring PCP regarding the Participant's evaluation and treatment plan. Specialist Providers are required to comply with any applicable Medical Management, Utilization Review, and Quality Improvement programs as described in Section 2.9. The Primary Care Provider, in conjunction with the Specialist Provider, shall decide whether follow-up care shall be provided by the Primary Care Provider or through continued specialty referral. 2.5 Benefit Plan Provider hereby authorizes Payors contracting with FCHN to offer Provider's services to groups of employees or individuals in accordance with the provisions of any Benefit Plans offered by such Payors. Nothing in this Agreement shall have the effect of modifying benefits, terms or conditions contained in a Benefit Plan. In the event of any conflict between this Agreement and a Benefit Plan, the benefits, terms and conditions of the Benefit Plan shall govern with respect to Covered Services provided to Participants in the Benefit Plan. Provider's services are not offered in connection with motor vehicle insurance, personal injury protection, workers FCHN-PRO-042016 compensation, or any other program for the payment of healthcare services that is excluded from the definition of a benefit plan under applicable law. 2.6 Licensing Requirements At all times during the term of this Agreement, Provider, or if Provider is a Provider Group, all of the licensed healthcare providers comprising the Provider Group, shall possess and maintain in good standing all necessary licenses, certifications, registrations, permits, or other approvals required by State and/or Federal law to provide or arrange for the provision of Covered Services to Participants. Provider shall submit evidence of such licenses, certifications, registrations, permits, or other approvals to FCHN upon request. Provider shall immediately notify FCHN, in writing, if any of the following events occur with respect to Provider, or in the case of a Provider Group, with respect to any licensed healthcare provider that is a member of the Groupe a. Provider's license or certification to practice his or her profession in any state is terminated, revoked, suspended, restricted or expires, or Provider or is disciplined by the action of any state professional agency having jurisdiction or authority over a Provider; b. Provider changes his or her scope of practice or does not obtain or maintain the Board certification required by this Agreement; c. Provider's medical staff or other clinical privileges at any hospital, surgery center, or other facility are denied, terminated, suspended, restricted, revoked, or not renewed, or Provider ceases to be a fully qualified member of such a medical staff; d. Provider suffers from physical or mental impairments which would significantly impair Provider's ability to carry out the responsibilities under this Agreement or may pose a risk of harm to patients; e. Provider is or becomes excluded, terminated, or otherwise ineligible to bill one or more government healthcare programs; or f. Provider is convicted of a crime related to healthcare. 2.7 Demographic Changes Provider shall notify FCHN in advance of any demographic updates including, but not limited to, change of business address, billing address, practice locations, tax identification number, phone numbers, roster of Participating Providers, NPI numbers, or other information reasonably needed for claims processing. Failure to provide advance notice of such changes may result in delayed, inaccurate, or non-payment of claims. 2.8 Insurance Provider shall provide and maintain, at its sole cost and expense at all times during the term of this Agreement, policies of general comprehensive liability and professional liability insurance, or a program of self-insurance compliant with applicable state law, all with minimum limits acceptable to FCHN. Such policies shall insure against any claim or claims for damage arising by reason of personal injury or death occasioned directly or indirectly in connection with the acts or omissions of Provider and Provider's agents or employees related to services rendered pursuant to this Agreement. Provider agrees to maintain the above described insurance after the expiration or termination of this Agreement for the periods contained in the applicable statutes of limitation. Provider shall notify FCHN immediately but no more than two (2) business days from notification of any revocation, reduction in coverage, or termination of any such policy. Upon request, Provider shall provide FCHN with evidence of compliance with this insurance requirement in the form of a certificate of insurance or evidence of self-insurance in an amount and form acceptable to FCHN. The provisions of this Section shall survive expiration or termination of this Agreement 2.9 Medical Management, Utilization Review and Quality Improvement Provider agrees to comply with and participate in FCHN's or Payors' Medical Management Program, Utilization Review, and quality improvement programs and requirements, credentialing, grievance, appeal and adverse benefit determination procedures, whichever is applicable, which may include but are not limited to, pre- authorization, notification, concurrent review, retrospective review, case management, disease management FCHN-PRO-042016 programs, pharmacy and specialty pharmacy programs, pharmacy benefit substitution process, referral management, quality assurance and improvement programs and Medical Necessity oversight. Provider further agrees to share Participant information as specifically related to the Medical Management Program and utilization management functions described above. Provider is required to allow access to Participant records, provide for copying and release of records, and to speak to the FCHN or Payor Medical Director or designee upon request, as allowed by applicable law and regulation, in a timely manner to facilitate the Medical Management Program and utilization review. Non-compliance with the Medical Management Program may result in non-payment of Provider by Payor. 2.10 Subcontracts If Provider subcontracts with any other provider to provide Covered Services to Participants hereunder, Provider understands and agrees that the subcontract and the subcontracting provider must comply with all terms of this Agreement and applicable state law and regulation. 2.11 Non -Covered Services/Exclusions Provider shall provide notice to Participant of Participant's personal financial obligations for non -covered services, which includes services that are not Medically Necessary. Provider may bill a Participant for non -covered services only if Provider has, prior to the provision of non -covered services, obtained a written acknowledgment and acceptance of financial responsibility for such services from the Participant after full disclosure to Participant of (i) Provider's intent to bill Participant for non -covered services, and (ii) the non -liability of FCHN or Payors for such non -covered services. 2.12 FCHN Provider Policies and Procedures Providers shall comply with all Provider Policies and Procedures which are electronically accessible to Provider, as updated with sixty (60) days advance notice to Provider, or if applicable, the notice described in Section 3.2 below, including, but not limited to, billing and claims payment, provider credentialing, Participant grievances, appeal and adverse benefit determination procedures, Utilization Review, quality management, data reporting requirements, pharmacy benefit substitution processes, confidentiality requirements and any applicable federal or state requirements. Subject to any continuation of care provisions of this Agreement, Provider may terminate this Agreement in accordance with Section 8.2.1 if Provider does not agree with such updates. In the event that any provision in the Provider Policies and Procedures or any amendment thereto is inconsistent with the terms of this Agreement, the terms of this Agreement shall control. 2.13 Claims Payment Provider shall look only to Payors for payment of claims. FCHN is not a guarantor of, or in any way responsible to Provider for, any claim payments. 2.14 Acceptance of Payment Provider shall seek and accept payment from Payors for Covered Services as outlined in Schedule B to this Agreement in accordance with the FCHN Provider Policies and Procedures and the applicable Benefit Plan, Provider shall have the right to bill, charge, or collect a deposit directly from the Participant for any applicable Deductible, Co -payment, or Coinsurance, or, consistent with Section 2.11, for any service that is not a Covered Service. In no event may Provider bill or collect from Participants any difference between Provider's charges and the amount of the FCHN fee schedule for Covered Services set forth in Schedule B. 2.15 Compliance Provider agrees to comply with all of the terms of this Agreement, all applicable federal and state laws and regulations, all applicable rules and standards of accrediting agencies having jurisdiction over and designated by FCHN, and as applicable, the ethical standards of the American Medical Association, all of the above as they may be adopted, amended, revised, or renumbered. 2.16 Provider Group Where Provider is a Provider Group, Provider agrees to ensure that the licensed physicians and other healthcare providers comprising the Provider Group are informed of, and agree to comply with and be bound by, the terms of this Agreement. FCHN-PRO-042016 3. RESPONSIBILITIES OF FCHN 3.1 Payment for Covered Services FCHN shall require all Payors contracting with it to pay Provider for Covered Services rendered to Participants in accordance with Section 4, Claims Submission and Payment, of this Agreement and the applicable Benefit Plan. 3.2 Provider Relations FCHN shall provide Provider with certain administrative support including, but not limited to Provider orientation and ongoing education. FCHN agrees to furnish Provider electronic access to the FCHN Provider Policies and Procedures setting forth its policies on billing and claims payment, provider credentialing, Participant grievances, appeal and adverse benefit determination procedures, data reporting requirements, pharmacy benefit substitution processes, confidentiality requirements, Utilization Review, quality management, and any applicable federal and state requirements.. FCHN shall notify Provider at least sixty (60) days prior to the effective date of changes to policies or procedures that affect Provider compensation or health care service delivery unless changes to federal or state law or regulations make such advance notice impossible, in which case notice shall be provided as soon as possible. Provider may terminate this Agreement pursuant to Section 8.2.1 and subject to continuation of care provisions in Section 8.3 without penalty if Provider does not agree with such changes. FCHN shall review and give consideration to any Provider comments received prior to the effective date of any change. 3.3 Provider Directories and Promotion FCHN agrees to include Provider in appropriate provider directories or website listings. In the event this Agreement is terminated, or the directory listing is incorrect or incomplete, FCHN shall update the listing and correct such errors when a new directory is published. Provider shall not advertise or otherwise market Provider's status as a Participating Provider without FCHN's prior written approval of the form and content of such advertising or marketing, including the use by Provider of any names, logos, trademarks, service marks, copyrighted material, domain names, symbols, or other intellectual property of FCHN or a Payor. The foregoing shall not prevent Provider from using FCHN's name, during the term of this Agreement, to list Provider's participation with FCHN on Provider's website or in printed informational materials in a manner consistent with listings of other payors, networks, or managed care plans with which Provider participates. Provider shall discontinue any such usage of FCHN's name and any advertising or marketing related to FCHN and Payors immediately upon termination of this Agreement. 3.4 Liability Insurance FCHN, at its sole cost and expense, shall procure and maintain such policies of general liability and professional liability insurance as it shall deem necessary to insure it against any claim arising from the performance or non- performance of its duties under this Agreement. To the extent possible, FCHN shall provide Provider with not less than fifteen (15) days advance written notice of any cancellation, expiration, reduction or other material change in the amount or scope of such insurance. FCHN shall provide evidence of compliance with this insurance requirement upon request by Provider. 3.5 Eligibility FCHN shall require all Payors contracting with it to provide timely information on a Participant's eligibility for Covered Services, including any limitations or conditions on services or benefits, upon request by Provider. FCHN shall require that during ordinary business hours, FCHN Payors shall assure reasonable access, through standard means of communication, or with respect to Payors doing in business in Oregon, using electronic transactions as required by applicable law, for the confirmation that services are Covered Services and a Participant is eligible under a Benefit Plan. 3.6 Provider's Right to Inform Patients FCHN may not and FCHN shall require all payors contracting with it to not in any way preclude or discourage Provider from informing Participants of the care they require, including various treatment options, and whether in Provider's view such care is consistent with Medical Necessity, medical appropriateness, or otherwise covered by the Participant's Benefit Plan, nor prohibit, discourage, or penalize a Provider otherwise practicing in compliance FCHN-PRO-042016 with the law from advocating on behalf of a Participant with FCHN or a Payor. Nothing in this Agreement shall be construed to authorize Provider to bind FCHN or its Payors to pay for any services. FCHN may not and FCHN shall require all Payors contracting with it to not preclude or discourage Participants 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 FCHN or its Payors. 3.7 Provider's Right to Report to Federal or State Authorities FCHN shall not and FCHN shall require all Payors contracting with it to not penalize a Participating Provider because the Provider, in good faith, reports to State or Federal authorities any act or practice by FCHN or its Payors that jeopardizes patient health or welfare, or that may violate State or Federal law. 3.8 Participants' Contracting for Services Outside of Benefit Plan Notwithstanding any other provision of law, FCHN may not prohibit directly or indirectly Participants from freely contracting at any time to obtain any health care services outside FCHN on any terms or conditions the Participants choose. Nothing in this provision shall be construed to bind FCHN Payors to pay for any services delivered outside of a Participant's Benefit Plan. FCHN expressly disclaims any and all responsibility on the part of FCHN and Payors for (i) the delivery of health care services pursuant to any contract to which FCHN or the Payor respectively is not a party or which are outside the terms of any Benefit Plan, and (ii) the payment of charges for such services. Provider agrees to look only to the Participant for payment of charges for such services. 3.9 ID Cards FCHN shall require its Payors to provide each Participant with a Benefit Plan membership identification card displaying the First Choice Health logo, the Participant's name and identifier, group name and/or number, telephone number to confirm eligibility and benefit verification, any applicable Co -payment due at time of service, and utilization management vendor name and telephone number to confirm necessary pre -authorization for services. Provider is obligated to accept any individual as a Participant: a) when the First Choice Health logo appears on the individual's membership identification card, b) where the Payor is identified as accessing the FCHN PPO Network on the FCHN website or Payor listing, and/or c) in cases where the Participant of a FCHN Payor has an Emergency Medical Condition and/or requires Urgent Services and is traveling or out -of -area and does not have a FCHN logo. 3.10 List of Payors FCHN shall provide Provider with access to a list of Payors, including employer groups, at the time of entering into this Agreement. This list shall be maintained and posted on the FCHN web site. 3.11 Explanation of Payment/Remittance Advice FCHN shallrequire Payors to produce an Explanation of Payment (EOP) or Remittance Advice (RA) during the claim adjudication process which must, at a minimum, identify: FCHN, total billed charges, allowed amount in accordance with FCHN fee schedules, the amount the Payor is responsible to pay, the amount the Participant is responsible to pay, and an explanation for non-payment of a particular code or service. Provider may refuse to give the Payor the benefit of FCHN's fee schedule if the EOP/RA does not display minimum data elements and the FCHN names and/or logo. 4. CLAIMS SUBMISSION AND PAYMENT 4.1 Claims Submission FCHN-PRO-042016 Provider agrees to submit Clean Claims for Covered Services rendered to Participants on standard UB -04 and CMS -1500 forms, or successors to such forms. Completed UB -04 and CMS -1500 forms shall be submitted electronically or to the address set forth on the Participant's Benefit Plan identification card. Provider agrees to bill its usual and customary charges for the services rendered, to properly and accurately complete all required Provider, Participant, service, and procedure information on the claim form, and to accept payment in full as described in Section 2.14 of this Agreement. In submitting claims pursuant to this Section, Provider shall certify that all data submitted is accurate and truthful. 4.1.1 Claims shall be submitted at the earliest possible date after the date Covered Services are rendered 4.1.2 Payors are not required by FCHN to pay a claim if FCHN or the Payor receives the claim more than three -hundred -sixty-five (365) calendar days after the date the Covered Service was rendered, or sixty (60) calendar days after Provider first receives notice that Payor is a secondary payor under applicable coordination of benefits procedures, whichever shall be later. 4.1.3 Provider may submit, within the timely filing period described in Section 4.1.2 above, corrections to claims that were submitted with incomplete or invalid information. Incomplete means that information was missing from the claim, and invalid means that the information submitted was illogical, incorrect, or did not conform to the required claim format. Payors are not required by FCHN to pay corrected claims received by FCHN or any Payor more than three hundred sixty-five (365) calendar days after the date the Covered Service was rendered, or sixty (60) calendar days after Provider first receives notice that Payor is a secondary payor under applicable coordination of benefits procedures, whichever shall be later. 4.1.4 Provider agrees that requests for adjustments to claims that have been paid or denied, where the claim submittal failed to include a particular item or service or was otherwise in error, must be received by Payors within three hundred sixty-five (365) calendar days after the date the claim was denied or an initial payment was made for the claim. Payors are not required by FCHN to make payments for claims adjustment requests received after such time. Provider shall be under no obligation to refund incorrect claims payments requested by Payors or FCHN more than three hundred sixty-five (365) calendar days after the date an initial payment was made for the claim. 4.2 Payment of Claims FCHN shall require all Payors to pay Provider pursuant to Schedule B of this Agreement in accordance with the applicable Benefit Plan, as soon as practical, subject to the following minimum standards: 4.2.1 Ninety-five percent (95%) of the monthly volume of clean claims shall be paid within thirty (30) days of receipt; and 4.2.2 Ninety-five percent (95%) of the monthly volume of all claims shall be paid or denied within sixty (60) days of receipt, except as agreed to in writing by the parties on a claim -by -claim basis. 4.2.3 The receipt date of a claim is the date Payor receives either written or electronic notice of the claim. 4.2.4 Claims may be subject to code review software or correct coding edits. FCHN will request that Payors inform FCHN of code review or correct coding software and most frequent claims editing issues for FCHN as needed to facilitate Provider education and training. FCHN is not the guarantor of, or in any way responsible to Providers for, any claims payments, including charges and interest due if applicable. FCHN shall meet with Provider as needed to discuss and review FCHN Payors accounts receivable and to reasonably assist Provider in Provider's efforts to collect payments due and owing from any such Payor as determined by FCHN to be appropriate. These standards do not apply to claims about which there is substantial evidence of fraud or misrepresentation by Provider or Participants, or instances where the Payor has not been granted reasonable access to information under the Provider's control. FCHN-PRO-042016 4.3 Coordination of Benefits and Third Party Liability Provider agrees to cooperate with Payors' coordination of benefits (COB) and third party liability policies and programs. When Payor's Benefit Plan is primary, Provider shall accept payment of the amount for the Covered Services on the FCHN fee schedule set forth in Schedule B to this Agreement as payment in full from Payor, subject to Provider's right to collect Co -payments, Deductibles, Coinsurance and payments for non -covered services from the Participant. When Payor's Benefit Plan is secondary, Provider shall first look to and promptly bill and take reasonable steps to collect payment from the primary plan. Provider may seek additional payment from a Payor whose Benefit Plan is secondary in accordance with this Agreement and applicable laws regarding COB; provided however that in no event shall a Payor be obligated to pay more than 100 percent of the amount on FCHN fee schedule set forth in Schedule B to this Agreement and in no event shall Provider be entitled to total compensation exceeding 100 percent of its billed charges. When a Payor has a self-funded Benefit Plan, COB is determined by the Benefit Plan and is not subject to state insurance laws. A self-funded Benefit Plan may only be required to pay up to the primary payor's allowable expense depending on the terms of its COB provision. Provider has the right to request a copy of the Payor's documented COB and third party liability policies and programs. If Provider receives payment from another plan which is primary under COB, and that payment is equal to or greater than the contracted rates set forth in this Agreement, Provider agrees to not seek additional reimbursement from Payor or to promptly refund any amounts already paid to Provider by Payor. 5. MAINTENANCE OF RECORDS, INSPECTION AND AUDIT 5.1 Maintenance of Records Provider shall prepare and maintain all appropriate medical, administrative and financial records for each Participant who receives services from Provider. Such records shall be maintained in such form and manner as is required by law and generally accepted medical practice and professional ethics. FCHN shall have the right to request, inspect and audit any and all records of Provider related to a Participant as permitted by law, and as may be necessary for FCHN or a Payor to perform its obligations under this Agreement. Where documents are requested by FCHN or a Payor for audit, accreditation and/or oversight review purposes, FCHN or the Payor shall reimburse Provider for reasonable costs incurred in providing copies of requested documents, not to exceed a rate of twenty-five cents ($.25) per page. FCHN or Payor shall not reimburse Provider for copies of documents requested for purposes of payment of claims, resolution of quality of care or service concerns, complaints and/or grievances, or Medical Management Program review and coverage determinations. Provider shall have the right to request, inspect and audit any and all records of FCHN or Payor directly related to a Participant as permitted by law, and as may be necessary for Provider to perform its obligations under this Agreement. 5.2 Record Retention Both parties shall retain all records relating to this Agreement for a minimum of seven (7) years. 5.3 External Audits Both parties agree to cooperate with any external audits mandated by state or federal law, and shall make health records available to appropriate state and federal authorities involved in assessing the quality of care or investigating complaints, grievances, appeals, or review of any adverse benefit determinations of Participants, subject to applicable state and federal laws related to the confidentiality of medical records. Both parties shall cooperate with review of encounter data in relation to the administration of Payor risk adjustment and reinsurance programs if applicable. 5.4 Claims Audit FCHN-PRO-042016 Provider agrees that Payor will have the right to audit Provider's claims for Medical Necessity and/or review of Covered Services billed, including documentation and coding of such services. FCHN will require that the auditing Payor agree to be responsible for reimbursing Provider for any reasonable expenses incurred for an on- site audit. In all cases, FCHN will make commercially reasonable best efforts to facilitate the timely resolution of Payor audits as described in sections 5.4.1 through 5.4.3. 5.4.1 With respect to audits for Covered Services billed, if no resolution occurs within 60 days after initiation of the audit, FCHN will direct the Payor to pay for such services, subject to Payor's right to recoup, pursuant to Section 4.1.4, the amounts corresponding to any charges later determined to be inappropriate or not payable. 5.4.2 With respect to Payor audits of claims for Medical Necessity, if no resolution occurs within 60 days after initiation of the audit, FCHN will direct the Payor to pay for such charges as are not in dispute. 5.4.3 With respect to any audit not resolved within 60 days after initiation, upon expiration of the 60 day period, either (i) the Payor and Provider may by mutual agreement continue to work with FCHN and each other toward resolution of the dispute using an informal good faith process or (ii) either of Payor or Provider may elect to resolve the matter pursuant to Section 9, Dispute Resolution, of this Agreement. Notwithstanding an election to resolve the dispute by way of an informal good faith process, either party may, at any time thereafter, seek resolution of the matter pursuant to the Dispute Resolution provisions of this Agreement. 6. CONFIDENTIAL AND PROPRIETARY INFORMATION 6.1 Information Relating to this Agreement The existence of this Agreement is not considered to be confidential information. However, FCHN and Provider each agrees that it shall not, and shall ensure that its personnel do not, whether during or after the term of this Agreement, use, disclose, or communicate, orally or in writing or in electronic form, to any person or entity, other than in the proper performance of this Agreement, any Confidential Information, without the prior written consent of the other party. Nor shall FCHN or Provider, or their respective personnel permit any person to use, examine, or make copies of any documents, files, data or other information that contain or are derived from Confidential Information. For purposes of this Agreement, "Confidential Information" means any and all information of FCHN, Provider, or a Payor that is not generally available to the public, including, but not limited to, fee schedules, reimbursement rates, the business, strategic, financial, operations, or planning information of FCHN, Provider, or a Payor, and any other information identified by either party to this Agreement as confidential. This provision shall not preclude access to information and records reasonably needed to perform either party's obligations under this Agreement, including the audits, Medical Management Program, and access afforded to Payors with respect to Covered Services delivered pursuant to this Agreement. In addition, the covenants of this provision shall not restrict disclosure of this Agreement and related information to an applicable state or federal regulator or as required by law, court order, or other judicial process. 6.2 Participant Health Information FCHN and Provider acknowledge that as a result of this Agreement, each party may have access to and receive from one another, individually identifiable health information ("Health Information") as that term is defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and applicable state law. Each party to this Agreement shall ensure that it and its personnel maintain confidentiality of all patient records, charts and other patient identifying information in accordance with HIPAA and applicable state law, and that it and its personnel implement and use appropriate safeguards to prevent any unauthorized use or unlawful disclosure of Protected Health Information ("PHI"), take appropriate action to ensure that other persons appropriately safeguard and use PHI, report any known improper disclosure or use of PHI, and return or destroy all PHI upon the termination of this Agreement for any reason. The parties will enter into FCHN's standard Business Associate Agreement set forth in Schedule A to this Agreement effective as of the Effective Date of this Agreement. 6.3 Effect of Termination FCHN and Provider understand and agree that the requirements of this Section 6 shall survive the expiration or termination of this Agreement. FCHN-PRO-042016 10 7. INDEMNIFICATION To the extent consistent with applicable state law, FCHN and Provider (each an "Indemnifying Party") shall defend, indemnify, and hold the other party and its officers, directors, shareholders, members, employees, and agents (the "Indemnified Party") harmless from and against any and all liabilities and losses, together with any costs and expenses, including, but not limited to reasonable attorney's fees and costs (collectively, "Damages") arising from claims asserted by a third party as a result of the Indemnifying Party's, or its officers', directors', shareholders', members', employees', or agents' actual or alleged (i) negligent acts or omissions, (ii) intentional or wrongful acts or omissions, or (iii) breach or failure of performance under this Agreement. To the extent consistent with applicable state law, Damages shall not include any amount resulting from the Indemnified Party's (i) negligent acts or omissions, (ii) intentional or wrongful acts or omissions, or (iii) breach or failure of performance under this Agreement. The indemnification obligations set forth in this Section 7 shall survive the expiration or termination of this Agreement. 8. TERM AND TERMINATION 8.1 Term of Agreement This Agreement shall take effect on the Effective Date first set forth above and shall expire on December 31 of the year in which the Effective Date falls. On January 1 of the following year and of each year thereafter, this Agreement shall automatically renew for successive one (1) year terms unless terminated in accordance with the terms of this Agreement. 8.2 Termination 8.2.1 Termination Without Cause Either party may terminate this Agreement without cause or penalty, by giving ninety (90) days prior written notice to the other party. 8.2.2 Termination by FCHN FCHN may immediately terminate this Agreement with respect to any individual Provider upon the failure of Provider to meet any of the FCHN credentialing and recredentialing standards and criteria, including the occurrence of any of the events identified in (i) FCHN's Credentialing and Recredentialing Policies and Procedures, and (ii) FCHN's Criteria for Provider Denial or Termination. Written notice of such action shall be given to Provider by FCHN as provided for in such policies and procedures and shall specify the effective date of termination. 8.2.3 Termination for Cause Except as otherwise set forth in Section 8.2.2 above, either party may terminate this Agreement for cause by giving the other party sixty (60) days prior written notice if the receiving party materially breaches any of the terms of this Agreement or fails to fulfill its obligations hereunder. Such notice shall specify the reasons for the termination and shall provide the breaching party opportunity to correct the cause to the reasonable satisfaction of the non -breaching party. Should the cause not be cured within this sixty (60) day period, this Agreement shall terminate on the last day of such period. 8.3 Effect of Termination — Continuation of Care This Agreement shall be of no further force or effect as of the effective date of termination except that: 8.3.1 FCHN shall require that Payors pay to Provider any payments accrued to Provider for Covered Services rendered prior to the effective date of termination and properly billed to Payors within the time required under this Agreement. 8.3.2 Provider shall not seek compensation from the Participant for any Covered Services provided under the terms of this Agreement prior to the effective date of termination, except for any applicable Deductible, Co -payment, or Coinsurance amounts, as specified in Section 2.14 of this Agreement. FCHN-PRO-042016 11 8.3.3 Provider shall continue the treatment of Participants who were receiving care in an inpatient facility at the time this Agreement terminated, until one of the following events occurs: (i) the Participant is discharged from the facility, (ii) the FCHN or Payor's Medical Director determines that the care of the Participant can be safely transferred to another facility, or (iii) Payor makes arrangements to transfer the Participant's care to another Participating Provider. 8.3.4 FCHN shall require Payor to cover Covered Services of a Primary Care Provider whose agreement with FCHN is terminated by FCHN without cause under the terms of this Agreement for at least sixty (60) days following notice of termination to the Participants or, in group coverage arrangements involving periods of open enrollment, only until the end of the next open enrollment period. The Provider's relationship with FCHN or Payor must be continued on the same terms and conditions as those of the agreement FCHN is terminating, except for any provision requiring that Payor assign new enrollees to the terminated Provider. 8.4 Notice to Participants If this Agreement is terminated, FCHN shall require Payors to make a good faith effort to provide written notice of the termination to all Participants who are patients seen on a regular basis by Provider within fifteen (15) working days of receipt or issuance of the notice of termination, irrespective of whether the termination was for cause or without cause. If Provider is a PCP, FCHN shall require Payors to make a good faith effort to assure that notice is provided to all Participants who are patients of Provider. 9. DISPUTE RESOLUTION 9.1 Dispute Resolution Process Except as otherwise provided in Section 9.2, the following dispute resolution process will be used to resolve disputes between Provider and FCHN as well as disputes between Provider and Payors. 9.1.1 Informal Process Disputes between Provider and FCHN with regard to performance by either party under this Agreomont, including questions regarding existence, enforceability, interpretation, or validity of this Agreement, shall be resolved, to the extent possible, by informal meetings and discussions between Provider and FCHN. Provider shall promptly notify FCHN and Payor of any failure by a Payor to pay Provider in accordance with the requirements of Section 4.2 of this Agreement, to provide information regarding Participant eligibility and benefit confirmation, to provide any other information required under the terms of this Agreement, or of any disagreement with a determination of Medical Necessity made pursuant to Provider's billing for Covered Services pursuant to this Agreement. Disputes related to the foregoing issues, as well as other disputes between Provider and Payors regarding performance under this Agreement shall be resolved, to the extent possible, by informal meetings and discussions between Provider and the Payor. 9.1.2 Formal Process Where either (i) Provider or FCHN, in the case of a dispute between them, or (ii) Provider or a Payor, in the case of a dispute between them, desires to pursue resolution of a dispute beyond such informal meetings and discussions, either party to the dispute in question may provide the other party to the dispute with written notice, describing the nature of the dispute and the proposed resolution with reasonable particularity, and requesting a response within thirty (30) days after receipt of the notice, or if the dispute involves a billing dispute, within sixty (60) days after receipt of the notice. If the party in receipt of a notice of dispute fails to respond in writing within the above described timeframes or responds in writing disagreeing with the proposed resolution within such timeframes, the party giving notice of the dispute may request mediation of the dispute as set forth below. 9.1.3 Nonbinding Mediation Any party giving notice of a dispute which is not resolved pursuant to Section 9.1.2 may submit the dispute to nonbinding mediation. After either party to the dispute gives the other a notice of election to FCHN-PRO-042016 12 mediate, the parties to the dispute will confer and appoint a mutually acceptable mediator. If the parties are unable to agree upon the selection of a mediator within five (5) days after notice of election to mediate is given, they shall jointly petition to the Presiding Judge of a state court of competent jurisdiction to appoint a mediator. Mediation shall be conducted pursuant to the mediation rules and procedures of the mediator as consistent with applicable state law, or according to any other rules of mediation agreed to by the parties. Following selection, the mediator shall schedule a mediation conference with the parties, the duration of which shall be one day, or such longer period as the parties to the dispute may agree. Unless otherwise agreed, the mediation conference shall be held within twenty (20) days after appointment of the mediator. The place of mediation shall be a location mutually agreed upon by the parties to the dispute; however, if the parties cannot agree, the mediation will be held in Seattle, Washington. The fees and expenses of the mediator shall be borne equally by the parties to the dispute. Each party shall be responsible for its own costs and expenses incurred in connection with the mediation. 9.1.4 Other Remedies In the event the parties to a dispute cannot resolve the dispute through nonbinding mediation, either party may pursue judicial remedy in a court of competent jurisdiction. The parties agree to exhaust the dispute resolution process set forth in Sections 9.1.1, 9.1.2, and 9.1.3 above before pursuing judicial remedies, however by mutual consent the parties may agree to forego non-binding mediation and proceed directly to a judicial remedy. The parties consent to the jurisdiction of the Superior Court of the State of Washington, King County, and the United States District Court for the Western District of Washington, for all purposes in connection with this Agreement. 9.2 Provider Disputes Involving Participant Benefit Claims Disputes between Provider and a Payor with a Benefit Plan subject to the Employee Retirement Income Security Act of 1974 (ERISA) and not "grandfathered" under the Patient Protection and Affordable Care Act (PPACA) about an adverse benefit determination as defined in applicable regulations implementing PPACA shall be handled in accordance with ERISA and PPACA, and applicable implementing regulations, under the Payor's reasonable claim procedure and internal and external review process. Disputes between Provider and a Payor with a fully insured RanPfit Plan not "grandfathered" under PPACA about an adverse benefit determination shall be handled in accordance with PPACA, applicable implementing regulations, and applicable state law and regulations, including an internal grievance procedure of the Payor and an external review process. 9.3 No Effect on Right of Termination The provisions of this Section 9 shall not affect either party's right to terminate this Agreement as provided for under Section 8.2 of this Agreement. 10. GENERAL PROVISIONS 10.1 State Regulated Payors. With respect to any Payor that is subject to the state insurance laws and regulations, the provisions set forth in Schedule C, attached hereto and incorporated into this Agreement, are fully operative and applicable to FCHN, Provider, and the respective Payors. In the event of any conflict between the provisions set forth in Schedule C and the other terms of this Agreement, Schedule C shall have priority. If Provider provides Covered Services to Participants enrolled in Benefit Plans offered or administered by Payors subject to state insurance laws and regulations of states other than as referenced in Schedule C, the corresponding specific state Schedules posted on the FCHN website or otherwise made available to Provider are added to the Agreement and apply to Provider with respect to such Payors, and Provider agrees to comply with the applicable Schedules. 10.2 Amendments to Comply with Law In the event that either party to this Agreement in good faith and upon advice of legal counsel determines that this Agreement or any practices which are or could be employed in performing under this Agreement are inconsistent with or do not satisfy the requirements of any applicable state or federal laws or regulations, the parties in good faith shall undertake to amend this Agreement to comply with such laws and regulations. In the event the parties are not able to agree upon the revised terms in a timely manner, either party may terminate this Agreement immediately by giving written notice of termination to the other. FCHN-PRO-042016 13 10.3 Independent Contractors Each party to this Agreement shall be acting as an independent contractor. Provider shall not be construed to be an employee of FCHN and will at all times be acting and performing hereunder as an independent contractor practicing the profession of medicine or the providing other licensed healthcare services. None of the provisions of this Agreement are intended to create nor shall they be deemed or construed to create a partnership or joint venture, or any relationship between the parties hereto other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement. Neither party shall, by entering into this Agreement, authorize the other party to act as a general or special agent of such other party in any respect, except as expressly set forth in this Agreement, and neither party shall become liable for any of the obligations or debts of the other. Provider is not entitled to any of FCHN's employment benefits, such as vacation, sick leave with pay, paid days off, health insurance, life insurance, accident insurance, or severance pay during or upon termination of this Agreement. 10.4 Notice Any notice or other communication given pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, by courier with delivery receipt, sent by facsimile (with confirmation of receipt), or when mailed by United States mail, postage prepaid, to FCHN, Inc. at 600 University Street, Suite 1400, Seattle, WA 98101, fax (206) 667-8062, and to Provider at Provider's then current address of record and fax number on file with FCHN, or to such other address as either party may specify by notice to the other party as set forth in this provision. 10.5 Amendment This Agreement may be amended from time to time by FCHN, by providing Provider not less than sixty (60) days advance written notice of the amendment unless changes to federal or state law or regulations make such advance notice impossible, in which case notice shall be provided as soon as possible. If Provider objects to the amendment, Provider must so advise FCHN in writing within thirty (30) days after receipt of the amendment. If FCHN receives no written objection from Provider to the amendment within the time described above, the amendment will become effective at the end of the sixty (60) day notice period. If FCHN does receive from Provider a written objection to the amendment within the time described above, FCHN may, at its sole option, withdraw the amendment, and FCHN will nntify Prnvider in writing whether or not the amendment is withdrawn. If FCHN withdraws the amendment, this Agreement will continue in force without any effect of the amendment. If FCHN notifies Provider that the amendment is not withdrawn, then the amendment shall become effective at the end of the sixty (60) day period. If, following notice of non -withdrawal from FCHN, Provider continues to object to the amendment, Provider may terminate this Agreement as outlined in Section 8.2.3. 10.6 Severability/Conformity with Law In the event any provision of this Agreement is rendered invalid or unenforceable by any State or Federal law or regulation, or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent possible consistent with the intent and purpose of this Agreement, unless the severance of any such provision substantially impairs the benefits of the remaining provisions of this Agreement. This Agreement shall be interpreted, and if necessary, amended, to conform to applicable federal and state law in effect on or after the Agreement's effective date. 10.7 Entire Agreement This Agreement, including the attachments hereto and any documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior arrangements and negotiations between the parties, written or oral, express or implied. 10.8 Waiver Neither the failure nor delay on the part of either party to exercise any right under this Agreement shall serve as a waiver of that right. A waiver of any provision of this Agreement must be in writing and signed by the party making such waiver. If either party should waive a breach of any provision of this Agreement, it shall not be deemed or construed as a waiver of any other breach of the same or different provision. 10.9 Applicable Law FCHN-PRO-042016 14 This Agreement shall be interpreted, enforced, and governed in accordance with the laws of the State of Washington, notwithstanding any conflict of law doctrine to the contrary. Venue for any action or proceeding shall lie in King County, Washington. 10.10 Medical Care It is hereby understood that Provider is solely responsible for all decisions and liability regarding Provider's medical care and treatment of Participants. It is also agreed that the traditional relationship between Provider and patient shall in no way be affected by or interfered with by any of the terms of this Agreement. Provider understands that any financial determinations made by FCHN or the Payors and any determinations made in connection with the Medical Management Program or Utilization Review are solely for purposes of determining whether services are Covered Services under the terms of a Benefit Plan as defined in this Agreement and the extent to which payments may be made by Payors for such services. Accordingly, such determinations shall in no way affect the responsibility of Provider to provide appropriate services to Participants. 10.11 Nondiscrimination Provider agrees not to discriminate against Participants and to render services without regard to race, sex, marital status, sexual orientation, religion, national origin, color, age, physical or mental handicap, veteran status, or any other basis upon which discrimination is prohibited under applicable law or regulation. 10.12 Assignment Neither FCHN nor Provider shall assign this Agreement without the express prior written consent of the other, except that FCHN may assign this Agreement a successor entity, or to any entity succeeding to the rights and obligations of FCHN by operation of law, all without the prior consent of Provider. 10.13 Force Majeure Neither party shall be considered in breach of this Agreement for any failure or delay in performance hereunder if the failure or delay is occasioned by an act of God, act of a governmental authority, or by any other emergency beyond the reasonable control of the party whose performance is affected, including but not limited to acts of terrorism, war, natural disaster, or the result of a strike, lockout, or other labor dispute. 10.14 Attorneys' Fees Except as otherwise set forth in Section 9 of this Agreement, in any suit, action, or proceeding between the parties relating to or arising from this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, and other expenses, including fees and expenses incurred on any appeal and in any bankruptcy proceeding, in addition to whatever other relief may be awarded. FCHN-PRO-042016 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their authorized representatives as of the date first set forth above. First Choice Health Network, Inc. Provider Kittitas County Public Health Department Address: 600 University Street, Suite 1400 Address: Seattle, WA 98101 507 N Nanum Street, Suite 102 Signature: Signature: Ellensburg, WA 98926 Title: President & CEO Title: Administrator First Choice Health Network of Oregon, Inc. Address: 11000 SW Stratus Street, Suite 325 Beaverton, Oregon 97008 Signature: Title: President & CEO FCHN-PRO-042016 16 SCHEDULE A Business Associate Agreement This Business Associate Agreement ("Agreement") is made and entered into by and between, Kittitas County Public Health Department (-Covered Entity" or "CE"), and First Choice Health Network, Inc. ("Business Associate" or "BA"). Covered Entity and Business Associate may be referred to individually as a "Party" and collectively as the "Parties". Recitals WHEREAS, CE and BA have entered into an agreement pursuant to which BA will provide certain services to or on behalf of CE, and BA may create, receive, maintain, transmit, or have access to Protected Health Information in order to provide those services ("Services Agreement"); WHEREAS, the Department of Health and Human Services ("HHS") has promulgated regulations at 45 Code of Federal Regulations ("C.F.R.") Parts 160 and 164 implementing the privacy requirements ("Privacy Rule") and regulations at 45 C.F.R. Parts 160, 162 and 164 implementing the security requirements ("Security Rule") set forth in the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA") as amended by regulations implementing Subtitle D of the Health Information Technology for Economic and Clinical Health Act which is Title XIII of the American Recovery and Reinvestment Act of 2009 (Public Law 111-5); WHEREAS, the Privacy Rule and Security Rule require CE to enter into a written contract with BA in order to assure certain protections for the privacy and security of Protected Health Information, and the Privacy Rule and Security Rule prohibit the disclosure or use of Protected Health Information to or by BA if such a contract is not in place; WHEREAS, both Parties mutually agree to satisfy the foregoing regulatory requirements and all federal, state and local confidentiality, privacy, and security laws through this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, CE and BA agree as follows: 1. Definitions. Terms used, but not otherwise defined in this Agreement shall have the same meaning as those terms in 45 C.F.R. Part 160, Part 162, and Part 164, then in effect or as amended, which are collectively referred to as the "HIPAA Rules". 1.1 `Breach" shall have the same meaning as the term "Breach" in 45 C.F.R. § 164.402. 1.2 "Data Aggregation" shall have the meaning given such term in 45 C.F.R. § 164.501. 1.3 "Designated Record Set" shall have the meaning given to such term in 45 C.F.R. § 164.501. 1.4 "Disclose" and "Disclosure" mean, with respect to Protected Health Information, the release, transfer, provision of, access to, or divulging in any other manner of Protected Health Information outside BA's internal operations or to persons or entities other than members of its workforce. 1.5 "Electronic Protected Health Information" or "EPHI" shall have the meaning found in the Security Rule, 45 C.F.R. § 160.103. 1.6 "HITECH Act" shall mean the Health Information Technology for Economic and Clinical Health Act, found in Title XIII of the American Recovery and Reinvestment Act of 2009, Public Law 111-005, and the regulations promulgated thereunder by the Secretary. 1.7 "Individual" shall have the same meaning found in 45 C.F.R. § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g). FCHN-PRO-042016 17 1.8 "Protected Health Information" or "PHI" shall have the same meaning as the term "protected health information" in 45 C.F.R. § 160.103, limited to the information created, received, maintained, or transmitted by BA from or on behalf of CE pursuant to this Agreement. 1.9 "Required by Law" shall have the same meaning found in 45 C.F.R. § 164.103. 1.10 "Secretary" shall mean the Secretary of the Department of Health and Human Services or his or her designee. 1.11 "Unsecured PHI" shall have the same meaning as the term "unsecured protected health information" in 45 C.F.R. § 164.402. 1.12 "Use" or "Uses" shall mean, with respect to Protected Health Information, the sharing, employment, application, utilization, examination, or analysis of such information within BA's internal operations. 2. Authorized Uses and Disclosures by Business Associate. 2.1 General Use and Disclosure Except as otherwise limited in this Agreement, BA may Use or Disclose PHI on behalf of CE as necessary to provide services as set forth in the Services Agreement, if such Use or Disclosure of PHI would not violate the Privacy Rule if done by CE. 2.2 Business Activities of Business Associate 2.2.1 Unless otherwise limited herein, BA may Use PHI: (a) As necessary for the proper management and administration of BA or to carry out the legal responsibilities of BA; (b) To provide Data Aggregation services as permitted by 42 CFR § 164.504(e)(2)(i)(B); (c) To De -identify any and all PHI created, received, maintained, or transmitted by BA on behalf of CE provided that the De -identification conforms to the requirements of the HIPAA Rules. Such resulting De -identified information is not PHI and is not subject to the terms of this Agreement; and (d) As Required by Law. 2.2.2 Unless otherwise limited herein, BA may Disclose PHI for the proper management and administration of BA or to carry out the legal responsibilities of BA provided that: (a) The Disclosure is Required by Law; or (b) BA obtains reasonable assurances from the person to whom the PHI is Disclosed that it will be held confidentially and Used or further Disclosed only as Required by Law or for the purposes for which it was Disclosed to the person, and the person notifies BA of any instances of which it is aware in which the confidentiality of the PHI has been breached. 3. Business Associate Obligations. 3.1 Use of PHI BA shall not Use or further Disclose PHI other than as permitted or required by the Services Agreement, this Agreement, or as Required by Law. In Using, Disclosing, or requesting PHI from CE, BA agrees to limit PHI to the minimum necessary to accomplish the intended purpose of such Use, Disclosure, or request. "Minimum necessary" shall be interpreted in accordance with the HITECH Act and the HIPAA Rules, and implementing regulation or guidance on the definition. 3.2 Appropriate Safeguards; Compliance with Security Rule FCHN-PRO-042016 18 BA shall use appropriate administrative, technical, and physical safeguards to prevent Use or Disclosure of PHI other than as provided for by this Agreement. BA shall comply with the Security Rule and shall implement administrative, physical, and technical safeguards (including written policies and procedures) that will reasonably and appropriately protect the confidentiality, integrity, and availability of the EPHI it creates, receives, maintains, or transmits on behalf of CE. 3.3 Disclosure to Subcontractors BA agrees to ensure that any subcontractor that creates, receives, maintains, or transmits PHI on behalf of BA agrees to comply with the applicable HIPAA Rules and the same restrictions and conditions that apply through this Agreement to BA with respect to such PHI by entering into a Business Associate Agreement with the subcontractor consistent with 45 C.F.R. 164.502(e). 3.4 Delegation of Covered Entity's Duties To the extent BA is to carry out one or more of CE's obligations under the Privacy Rule, BA shall comply with the requirements of the Privacy Rule that apply to CE in the performance of such obligations. 3.5 Disclosure Accounting BA agrees to document all Disclosures of PHI and information related to such Disclosures as would be required for CE to respond to a request by an Individual for an accounting of Disclosures in accordance with 45 C.F.R. § 164.528 ("Disclosure Information") and to retain such documentation for six (6) years from the date of Disclosure. Within thirty (30) calendar days after receipt of a written notice from CE of a request by an Individual for an accounting of Disclosures of PHI, BA shall provide to CE the Disclosure Information to enable CE to meet the Disclosure accounting obligations under 45 C.F.R. § 164.528. In the event a request for an accounting regarding PHI is delivered directly to BA or it subcontractors, BA shall within ten (10) calendar days after receipt forward such request to CE. Within twenty (20) calendar days after forwarding the request to CE, BA shall provide its Disclosure Information to CE. It shall be CE's responsibility to prepare and deliver any accounting of disclosures to the Individual. BA will include, in any Disclosure Information, the information listed in 45 C.F.R. § 164.528(b). 3.6 Access to PHI Within fifteen (15) calendar days following CE's request, BA shall make available to CE or, at the written direction of CE, to an Individual, for inspection and copying PHI about the Individual that is in a Designated Record Set maintained by the BA, so that CE may meet its access obligations under 45 C.F.R. §164.524. If CE requests an electronic copy of PHI that is maintained by BA electronically in a Designated Record Set, BA will provide an electronic copy in the form and format specified by CE in accordance with 45 C.F.R. § 164.524(c)(2). Any denial of access to the PHI requested shall be the responsibility of the CE. 3.7 Amendment of PHI Upon receipt of a request from CE, BA shall promptly amend or make available to CE for amendment, an Individual's PHI maintained by BA in a Designated Record Set to enable CE to meet its obligations under 45 C.F.R. § 164.526. Any denial of a request by an Individual for amendment of PHI maintained by BA pursuant to the Agreement shall be the responsibility of CE. 3.8 Government Access to Books and Records BA shall make its internal practices, books, and records relating to the Use and Disclosure of PHI received from, or created or received by BA on behalf of CE, available to the Secretary for purposes of determining CE's compliance with the HIPAA Rules. Unless prohibited by law or court or order, BA shall provide to CE, (i) prompt written notice of BA's receipt of any such request from the Secretary, and (ii) a copy of any documentation, books, and records provided by BA to the Secretary pursuant to the Secretary's request. 3.9 Reporting and Mitigation of Unauthorized Use and Disclosure of PHI or Breach of Unsecured PHI 3.9.1 Reporting of Unauthorized Use and Disclosure of PHI. BA shall provide a written report to CE of any Uses or Disclosures of PHI not authorized by the Services Agreement or this Agreement of which it becomes aware not more than thirty (30) calendar days after the unauthorized Use or Disclosure is discovered. FCHN-PRO-042016 19 3.9.2 Reporting of Breach of Unsecured PHI. BA shall notify CE within thirty (30) calendar days following the discovery of a suspected or actual Breach of Unsecured PHI. A suspected or actual Breach shall be treated as discovered by BA as of the first day on which the Breach is known, or, by exercising reasonable diligence would have been known, to the BA. If a delay is requested by a law enforcement official in accordance with 45 C.F.R. § 164.412, BA may delay notifying CE for the applicable period of time. 3.9.3 Content of Notice. The notice of unauthorized Use or Disclosure, or of Breach of Unsecured PHI, shall include: (a) To the extent possible, the identification of each Individual whose Unsecured PHI has been, or is reasonably believed by BA to have been improperly accessed, acquired, Used or Disclosed; (b) Information related to the unauthorized person or persons who impermissibly Used the PHI or to whom the improper Disclosure was made, and whether the PHI was actually acquired or viewed; (c) The nature of the Breach or other non -permitted Use or Disclosure, including a brief description of what happened, the date of the non -permitted Use or Disclosure or Breach and the date of discovery; (d) A description of the types of Unsecured PHI that were involved in the non -permitted Use or Disclosure or Breach, including the nature of services, types of identifiers, and the likelihood of re -identification, including whether full name, social security number, credit card number, date of birth, home address, account number, diagnosis, medication, treatment plan, or other information were involved; (e) The corrective or investigative action BA took or will take to prevent further non -permitted Uses or Disclosures, to protect against future Breaches, and the extent to which the risk to the PHI has been mitigated; (f) Any details necessary for CE to conduct a risk assessment to determine the probability that the PHI believed to have been improperly accessed, acquired, Used or Disclosed has been compromised and the steps the affected Individuals should take to protect themselves; and (g) Such other information, including a written report, as CE may reasonably request. 3.9.4 Costs of Breach Notification and Mitigation. BA shall, at its own cost and expense, mitigate to the extent practicable, any harmful effects known to BA of any Use or Disclosure of PHI in violation of the requirements of this Agreement. To the extent that CE determines that the Breach notification requirements of the HIPAA Rules are triggered by a Breach of Unsecured PHI, as described in Section 4.3 below, BA shall reimburse CE for all reasonable and necessary costs related to such notifications. 3.9.5 Security Incidents. BA will report to CE any attempted or successful unauthorized access, Use, Disclosure, modification, or destruction of Electronic Protected Health Information provided by CE or interference with BA's system operations in BA's information system of which BA becomes aware. The Parties acknowledge that probes and reconnaissance scans are commonplace in the industry and, as such, the Parties acknowledge and agree that, to the extent such probes and reconnaissance scans constitute Security Incidents, this Section 3.9.5 constitutes notice by BA to CE of the ongoing existence and occurrence of such Security Incidents for which no additional notice to CE shall be required, as long as such probes and reconnaissance scans do not result in unauthorized access, Use, or Disclosure of PHI. Probes and reconnaissance scans include, without limitation, pings and other broadcast attacks on BA's firewall, port scans, and unsuccessful log -on attempts that do not result in unauthorized access, Use or Disclosure of PHI. 3.9.6 State Law Requirements. In the event BA has an independent notification obligation related to impermissible Use or Disclosure of PHI in connection with this Agreement or the Services Agreement, BA shall promptly notify CE of such obligation and, at least five (5) business days before giving any such notice, BA shall notify CE of its intent to provide the required notifications, including any related information required by applicable state law. 3.10 Retention of PHI FCHN-PRO-042016 20 BA shall retain all PHI throughout the term of this Agreement and shall continue to maintain such information not otherwise returned or destroyed pursuant to Section 5.4 of this Agreement for a period of six (6) years after the termination of this Agreement. 3.11 Restrictions on Disclosures BA will comply with written notice from CE to provide for confidential communications of PHI, or to restrict the Use or Disclosure of PHI, pursuant to 45 C.F.R. § 164.522, including any request by an Individual to restrict the Disclosure of the Individual's PHI to a health plan if the Disclosure is (1) for the purpose of carrying out payment or health care operations, is not for purposes of carrying out treatment, and it not otherwise Required by Law, and (2) the PHI pertains solely to a health care item or service for which the Individual, or person other than the health plan on behalf of the Individual, has paid the CE in full. 3.12 Prohibition on Sale of PHI Except as otherwise expressly permitted by the HIPAA Rules, BA shall not directly or indirectly receive remuneration, including financial or non-financial remuneration, in exchange for an Individual's PHI unless CE or BA obtains a valid authorization that meets the requirements of 45 C.F.R § 164.508 and states that the disclosure will result in remuneration to the BA. 3.13 Standard Transactions. BA shall comply with the HIPAA Rules' Standards for Electronic Transactions when conducting any Standard Transactions on behalf of CE. 4. Covered Entity Obligations. 4.1 With regard to the Use and/or Disclosure of Protected Health Information by BA, CE agrees to: 4.1.1 Notice of Privacy Practices Provide BA in a timely manner a written or electronic copy of the notice of privacy practices (the "Notice") that CE provides to Individuals in accordance with 45 C.F.R. § 164.520, including any limitation(s) in such Notices to the extent that such limitation may affect BA's Use or Uisclosure of PHI. 4.1.2 Restrictions Notify BA in writing of any restrictions to the Use or Disclosure of PHI that CE has agreed to in accordance with 45 C.F.R. § 164.522 to the extent that such restriction may affect BA's Use or Disclosure of PHI. CE will promptly notify BA in writing of the termination of any such restriction requirement and inform BA whether any of the PHI will remain subject to the terms of the restriction agreement. 4.1.3 Authorizations Inform BA, in writing and in a timely manner, of any changes in, or revocation of an authorization provided to a CE by an Individual to Use or Disclose PHI to the extent that such changes may affect BA's Use or Disclosure of PHI. 4.1.4 Confidential Communications Notify BA in writing and in a timely manner, of any confidential communications requests related to an Individual's PHI that CE has agreed to in accordance with 45 C.F.R. § 164.522, to the extent that such request may affect BA's Use or Disclosure of PHI. CE will promptly notify BA in writing of the termination of any such confidential communications requirement. 4.2 CE shall not request BA to Use or Disclose PHI in any manner that would not be permissible under the Privacy Rule if done by a CE. 4.3 Determination of Breach and Notification Obligations CE will be solely responsible to determine whether a non -permitted Use or Disclosure constitutes a Breach and will be responsible to provide, to the extent and within the time required by the HIPAA Rules, notice to the affected Individuals, the media, and the Secretary of any Breach of Unsecured PHI. If CE determines the non -permitted Use or Disclosure is a Breach that triggers the HIPAA Rules' breach notification requirements, then BA will reimburse CE for all reasonable FCHN-PRO-042016 21 and necessary costs related to the notifications of a Breach of Unsecured PHI created, received, maintained or transmitted by BA. 5. Term and Termination. 5.1 Term and Effective Date This Agreement shall be effective on the effective date of the Services Agreement and shall continue in effect until all obligations of the Parties have been met, unless terminated as provided herein or by the mutual agreement of the Parties. 5.2 Termination for Material Breach Upon CE's determination, in its sole discretion, that BA has violated a material term of this Agreement, CE will provide BA with written notice of the violation and either (i) an opportunity to cure the breach or end the violation within thirty (30) calendar days after BA's receipt of the notice or such other period determined reasonable and appropriate by CE, or (ii) terminate this Agreement if BA does not cure the breach or end the violation within such period, or (3) immediately terminate this Agreement if eliminating the violation or cure of the breach is not possible. 5.3 Termination of Agreement This Agreement shall automatically terminate without any further action of the Parties upon the termination or expiration of the Services Agreement. 5.4 Effect of Termination 5.4.1 Upon termination of this Agreement, BA shall return all PHI received from, or created or received by BA on behalf of CE that is then maintained in any form by BA or its subcontractors, or if expressly requested to do so by CE, BA shall destroy such PHI and provide CE documentation evidencing such destruction. BA shall retain no copies of such PHI except as follows. If BA determines that return or destruction of PHI is not feasible, BA shall provide notice to CE of the conditions that make return or destruction infeasible, and shall extend the protections of this Agreement to such PHI and limit further Uses and Disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as BA maintains such PHI, 5.4.2 In the event this Agreement is terminated for any reason, the Services Agreement will also terminate as of the effective date of termination of this Agreement. 5.5 Survival The obligations of BA under this Section 5 shall survive the termination of this Agreement. 6. Miscellaneous. 6.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party (including without limitation the other Party's employees, officers, directors, agents, successors and assigns) from and against any and all claims, causes of action, liabilities, damages, costs or expenses (including without limitation attorneys' fees, court costs, costs of administrative or other proceedings, and costs of investigation) arising out of or related to any breach of any of the terms and provisions of this Agreement by the indemnifying Party or any party acting by or through the indemnifying Party (including without limitation its employees, agents, representatives or Subcontractors). The obligations of the Parties under this Section 6.1 shall survive the termination of this Agreement. 6.2 Compliance with Law BA and CE agree to comply with all federal, state, and local laws applicable to the privacy and security of health information, including but not limited to the HIPAA Rules and the HITECH Act. Upon the compliance date or other effective date of any law or final regulation or amendment to final regulation adopted by the Secretary that affects the obligations of either Party to this Agreement, this Agreement will automatically amend such that the obligations of each Party under this Agreement remain in compliance with such law or regulation. The Parties agree to take such action as is necessary to document any such amendment to this Agreement as is necessary for compliance with the requirements of the HIPAA Rules and the HITECH Act, and any other applicable law or regulation. FCHN-PRO-042016 22 6.3 No Third Party Beneficiaries Nothing in this Agreement shall confer any rights, remedies, obligations, or liabilities upon any person or other third party other than the Parties to this Agreement. 6.4 Disputes If any controversy, dispute, or claim arises between the Parties with respect to this Agreement, the Parties shall make good faith efforts to resolve such matters informally and in accordance with the dispute resolution process specified in the Services Agreement. 6.5 Interpretation Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits CE and BA to comply with applicable HIPAA Rules and the HITECH Act. In the event of any inconsistency or conflict between this Agreement and any other agreement between the Parties, the terms and conditions of this Agreement shall have priority. 6.6 Notice Any notice to be given hereunder shall be given in writing and in accordance with the applicable terms of the Services Agreement. 6.7 Governing Law This Agreement shall be interpreted, enforced, and governed in accordance with the laws of the State of Washington, notwithstanding any conflict of law doctrine to the contrary. 6.8 Amendments; Waiver This Agreement may not be modified or amended, nor shall any provision hereof be waived, except in a writing duly signed by authorized representatives of the Parties. A waiver with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. A failure or delay in enforcing compliance with any term or condition of this Agreement does not constitute a waiver of such term or condition unless it is expressly waived in writing. 6.9 Survival BA's obligations to protect the privacy and safeguard the security of PHI as set forth in this Agreement shall survive the termination of this Agreement. 6.10 Severability The invalidity of unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 6.11 Counterparts; Electronic Copies This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Electronic copies of this fully executed Agreement shall be deemed to be originals. IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the effective date of the Services Agreement. Business Associate First Choice Health Network, Inc. Signature: Title: President & CEO Covered Entity Kittitas County Public Health Department Signature: Title: Administrator FCHN-PRO-042016 23 SCHEDULE B First Choice Health Network Physician, Nurse Practitioner and Physician Assistant Fee Schedule Effective January 1, 2017 CONFIDENTIAL AND PROPRIETARY 2016 RBRVS1, 2 RVU's without Geographic (GPCI) Adjustment Code Series Code Range Conversion Factor3 E&M/Medical 90281-91299 92025-99607 $47.50 Surgical/Specialty 10021-69990 $47.50 Radiology 70010-79999 $47.50 Routine Vision 92002-92020 $40.00 Lab4/Path/HCPCS5 80047-89398 A0021 -V5364 $47.50 Anesthesia 00100-01999 $51.00ASA on a four unit hour Facility and Non -Facility Site of Service payment rules will apply. 2FCHN reserves the right to assign fair and reasonable reimbursement values to services for which there is not yet a specific code available or for which the specific code does not yet have an assigned relative value. These services may be billed using "99" (nonspecific) codes. In such circumstances FCHN reserves the right to require specific descriptor language for payment purposes be included in the billing communication as well as reserves the right to assign reimbursement values to those services. 3Fees for most other codes without Medicare RVU's are calculated using RVU's from the 2016 OPTUM "The Complete RBRVS", otherwise, a 40% default discount will apply. For newer CPT codes, the RVU from the first year the CPT code was issued and the above conversion factor will be used. All final fee payments will be the lessor of the fee schedule amount or 90% of billed charges. 4Fees for Clinical Lab Codes are reimbursed at 90% of the Washington 2016 Medicare Part B Clinical Lab Fee Schedule. 5HCPC Codes- J -Codes (excluding codes J900049999) shall be reimbursed at 115% of the current Average Sale Price. J -Codes J9000 to J9999 shall be reimbursed at 135% of Average Sale Price. J -Code reimbursement will be updated four times a year, on March 1st, June 1st, September 1st and December 1st. All Durable Medical Equipment (DME) codes, excluding V Codes, shall be reimbursed at 90% of the 2016 Medicare Part B Durable Medical Equipment Fee Schedule. Vision Hardware shall be reimbursed at 80% of billed charges. Hearing Aids will be reimbursed at 100% of billed charges. FCHN-PRO-102013 Sch B - RBRVS First Choice Health Network Physician, Nurse Practitioner and Physician Assistant Fee Schedule Sample Reimbursement Rates Effective January 1, 2017 EVALUATION AND MANAGEMENT SERVICES CPT Code Non - Facility Rate Facility Rate 99201 $58.43 $35.63 99202 $99.75 $67.45 99203 $144.40 $103.08 99204 $220.40 $174.33 99205 $276.45 $226.58 99211 $26.60 $12.35 99212 $57.95 $33.73 99213 $97.38 $68.40 99214 $143.45 $104.98 99215 $193.33 $148.68 99217 $97.38 $97.38 99218 $133.48 $133.48 99219 $181.45 $181.45 99220 $247.95 $247.95 99221 $135.85 $135.85 99222 1 $183.35 $183.35 CPT Code Non - Facility Rate Facility Rate 10060 $157.70 $131.10 11100 $138.70 $66.50 17110 $148.68 $94.53 20550 $79.33 $57.00 20610 $81.23 $62.70 25605 $739.10 $695.88 29075 $117.80 $85.03 29881 $740.53 $740.53 42820 $401.38 $401.38 43239 $535.80 $200.93 45300 $166.25 $74.10 45330 $225.15 $77.43 49505 $715.83 $715.83 52000 $275.50 $172.43 54150 $208.05 $133.48 55250 $518.23 $309.70 57454 j $205.68 $183.35 CPT Code Non - Facility Rate Facility Rate 99223 $271.23 $271.23 99231 $52.73 $52.73 99232 $96.43 $96.43 99233 $139.18 $139.18 99234 $179.08 $179.08 99235 $226.10 $226.10 99236 $291.18 $291.18 99238 $96.90 $96.90 99239 $143.45 $143.45 99281 $28.50 $28.50 99282 $55.58 $55.58 99283 $83.13 $83.13 99284 $157.70 $157.70 99285 $232.75 $232.75 99291 $368.13 $299.73 99292 $164.35 $150.10 MEDICAL / SURGICAL SERVICES CPT Code Non - Facility Rate Facility Rate 58100 $146.78 $118.28 59025 $65.55 $65.55 59400 $2,858.08 $2,858.08 69210 $66.50 $44.65 69436 $219.93 $219.93 70210 $39.43 $39.43 70220 $49.88 $49.88 70450 $155.33 $155.33 71020 $37.05 $37.05 72040 $44.18 $44.18 72050 $59.85 $59.85 73030 $38.48 $38.48 73140 $41.80 $41.80 73610 $41.33 $41.33 76805 $191.43 $191.43 81000 $5.70 $5.70 82270 $5.70 $5.70 FCHN-PRO-102013 Page 2 Sch B - RBRVS CPT Code Non - Facility Rate Facility Rate 99315 $97.85 $97.85 99316 $141.55 $141.55 99381 $147.25 $102.60 99382 $153.90 $109.25 99383 $160.55 $116.38 99384 $181.45 $136.80 99385 $175.28 $131.10 99386 $203.78 $159.60 99387 $220.88 $171.48 99391 $132.53 $93.58 99392 $141.55 $102.60 99393 $141.08 $102.60 99394 $154.85 $116.38 99395 $158.18 $119.70 99396 $168.63 $130.15 99397 $181.45 $136.80 CPT Code Non - Facility Rate Facility Rate 82977 $12.83 $12.83 83540 $11.88 11 $11.88 85014 $4.28 $4.28 85025 $14.25 $14.25 86403 $18.53 $18.53 87081 $11.88 $11.88 87086 $14.73 $14.73 88150 $19.00 $19.00 88305 $98.33 $98.33 90837 $170.05 $168.63 92004 $198.55 $133.95 92014 $165.30 $107.35 92015 $26.60 $26.13 93000 $22.80 $22.80 93015 $102.13 $102.13 94010 $48.45 $48.45 95165 $17.10 $4.28 SCHEDULE C PREFERRED PROVIDER/GROUP AGREEMENT WASHINGTON STATE LAW AND REGULATION PROVISIONS With respect to any Payor that is a health carrier or carrier as defined in RCW 48.43.005, as it may be revised, renumbered, or replaced, the provisions set forth in this Schedule C are fully operative and applicable to FCHN, Provider, and the respective Payors under the Agreement to which this Schedule C is attached. For Payors meeting the definition described above, in the event of any conflict between the provisions set forth in this Schedule C and the other terms of the Agreement, the provisions of this Schedule C shall have priority. Except as modified by this Schedule C, all terms and conditions of the Agreement to which this Schedule C is attached remain in full force and effect. With respect to any Payor that is a health carrier or carrier as defined in RCW 48.43.005, as it may be revised, renumbered or replaced: 1. Responsibilities of Provider. Section 2.15 of the Agreement is deleted in its entirety and the following is substituted therefor: 2.15 Compliance Provider agrees to comply with all of the terms of this Agreement, all applicable federal and state laws and regulations, all applicable rules and standards of accrediting agencies having jurisdiction over and designated by FCHN, and the ethical standards of the Washington State Medical Association and the American Medical Association, all of the above as they may be adopted, amended, revised, or renumbered. As required by Washington State law, Provider agrees to comply with the following hold harmless requirements: 2.15.1 Provider hereby agrees that in no event, including, but not limited to, non-payment by a Payor, a Payor's insolvency, or breach of this Agreement will Provider bill, charge, collect a deposit from, seek compensation, remuneration, or reimbursement from, or have any recourse against a Participant or person acting on Participant's behalf, other than Payor, for services provided pursuant to this Agreement. This provision does not prohibit collection of Deductibles, Co -payments, Coinsurance, or charges for non -covered services, which have not otherwise been paid by a primary or secondary Payor in accordance with regulatory standards for coordination of benefits, from Participants in accordance with the terms of the Participant's Benefit Plan. 2.15.2 Provider agrees, in the event of a Payor's insolvency, to continue to provide the services promised in this Agreement to Participants for the duration of the period for which premiums on behalf of the Participant were paid to Payor or until the Participant's discharge from in- patient facilities, whichever time is greater. 2.15.3 Notwithstanding any other provision of this Agreement, nothing in this Agreement shall be construed to modify the rights and benefits contained in the Participant's Benefit Plan. 2.15.4 Provider may not bill the Participant for Covered Services (except for Deductibles, Co- payments, or Coinsurance) where a Payor denies payments because Provider or a facility has failed to comply with the terms or conditions of this Agreement. 2.15.5 Provider further agrees that (i) the provisions of paragraphs 2.15.1, 2.15.2, 2.15.3, and 2.15.4 of this subsection 2.15 shall survive termination of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of the Participants, and that this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Provider and Participants or persons acting on their behalf. 2.15.6 If Provider contracts with other providers or facilities who agree to provide Covered Services to Participants with the expectation of receiving payment directly or indirectly from a Payor, FCHN-PRO-042016 Sch C - WA such providers or facilities must agree to abide by the provisions of paragraphs 2.15.1, 2.15.2, 2.15.3, 2.15.4, and 2.15.5 of this subsection 2.15. 2.15.7 Provider acknowledges that willfully collecting or attempting to collect an amount from a Participant knowing that collection to be in violation of this Agreement constitutes a Class C felony under RCW 48.80.030(5). 2. Eligibility. Section 3.5 is deleted in its entirety and the following is substituted therefore: 3.5 Eligibility. FCHN shall require all Payors to provide timely information on a Participant's eligibility for Covered Services, including any limitations or conditions on services or benefits, upon request by Provider. FCHN shall require that during ordinary business hours, FCHN Payors shall assure reasonable access, through standard means of communication for the confirmation that services are Covered Services and a Participant is eligible under a Benefit Plan. FCHN shall require Payors to give Provider full access to the coverage and services terms of the applicable Benefit Plan for a Participant. 3. RESPONSIBILITIES OF FCHN. A new section is added to Section 3. 3.12 Pharmacy Claims. Each Payor that is a health carrier will authorize a limited dispensed amount of medication that allows time for the processing of a preauthorization request ("Emergency Fill") by the dispensing pharmacist where a Participant presents at a Payor's contracted pharmacy with an immediate therapeutic need for a prescribed medication that requires a prior authorization. Claim payment for an Emergency Fill will be approved by a Payor that is a health carrier when: (i) the dispensing pharmacy cannot reach the Payor's prior authorization department by phone as it is outside of that department's business hours; or (ii) the Payor is available to respond to phone calls from a dispensing pharmacy regarding Covered Services but the Payor cannot reach the prescriber for full consultation. Each Payor that is a health carrier must disclose if the provider or pharmacy has the right to make a prior authorization request. Provider must contact each Payor that is a health carrier to obtain such information. If the Payor requires the authorization number to be transmitted on a pharmaceutical claim, the Payor will 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. 4. Claims Submission and Payment. Section 4.1.4 is deleted in its entirety and the following is substituted therefor, and the following additional paragraph is added to Section 4.2, immediately following the end of subsection 4.2.4: 4.1.4 Overpayment and Underpayment Recoveries Adjustments to claims that have been paid or denied, where the claim submittal failed to include a particular item or service, or was otherwise in error, must be requested and accomplished as follows, and refunds of incorrect claims payments must be requested and accomplished as follows: a. Except as provided in paragraphs 4.1.4 b and 4.1.4 c, a Payor may request a refund from Provider for overpayment of a previously paid claim provided the request is received by the Provider within 24 months after the initial payment was made. Such a request must be in writing and specify why Provider owes the refund. Where a request for refund is contested by Provider, Payor may not request that the refund be paid any sooner than six (6) months from the date of Provider's receipt of the request. A Payor's request for refund related to coordination of benefits with another entity responsible for payment of a claim must be received in writing by the Provider within thirty (30) months after the date the payment was made. The request must specify why Provider owes the refund and include the name and mailing address of the entity that has primary responsibility for payment of the claim. Where a request for refund is contested by Provider, Payor may not request that the refund be paid any sooner than six (6) months from the date of Provider's receipt of the request. FCHN-PRO-042016 Sch C - WA c. A Payor may at any time request a refund from a Provider of payment previously made to satisfy a claim if a third party, including a government entity, is found responsible for satisfaction of the claim as a consequence of liability imposed by law and the Payor is unable to recover directly from the third party because the third party has or will pay Provider for the services covered by the claim. Provider may contest a refund request described in paragraphs 4.1.4 a or 4.1.4 b in writing to the Payor within thirty (30) days after receipt in accordance with Section 9, Dispute Resolution, of this Agreement. If Provider fails to contest a request within this thirty (30) day period, the request shall be deemed accepted by Provider as due and owing, and Provider shall pay the refund. If Provider has not paid the refund within thirty (30) days after the request is deemed accepted, the Payor may recover the amount through an offset to a future claim. e. Provider may request an additional payment from a Payor to satisfy a claim provided the request is received by the Payor within twenty four (24) months from the date the claim was denied or payment intended to satisfy the claim was made. Such a request must be in writing, specify why Provider believes Payor owes the additional payment, and may not require that the additional payment be made any sooner than six (6) months from the date of Payor's receipt of the request. Any dispute arising out of such a request shall be handled in accordance with Section 9, Dispute Resolution, of this Agreement. A Provider's request for additional payment related to coordination of benefits with another entity responsible for payment of a claim must be received in writing by the Payor within thirty (30) months after the date the claim was denied or payment intended to satisfy the claim was made. The request must specify why the Payor owes the refund and include the name and mailing address of the entity that has disclaimed responsibility for payment of the claim. The request for additional payment may not request that the additional payment be made any sooner than six (6) months after receipt of the request. g. As used in this Section, "refund" means the return, either directly or through offset to a future claim, of some or all of a payment already received by Provider. h. This Section does not apply to claims for services provided through dental -only Payors or to claims for services rendered pursuant to the Medicare or Medicaid programs. 4.2.4 FCHN shall require that any Payor failing to pay claims within the above stated standards and any other standard established by applicable state law or regulation shall pay interest on undenied and unpaid clean claims more than sixty-one days old until the Payor meets these defined standards. 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. The Payor shall add the interest payable to the amount of the unpaid claim without the necessity of Provider submitting an additional claim. Any interest paid under this section shall not be applied by the Payor to a Participant's Deductible, Co- payment, Coinsurance, or any similar obligation of the Participant. 5. Record Retention. Section 5.2 is deleted in its entirety and the following is substituted therefore: 5.2 Record Retention Both parties shall retain all records relating to this Agreement for a minimum of ten (10) years. 6. Notice to Participants. Section 8.4 is deleted in its entirety and the following is substituted therefor: 8.4 Notice to Participants. If this Agreement is terminated, FCHN shall require Payors to make a good faith effort to provide written notice of the termination to all Participants who are patients of Facility or Facility based providers and who are seen on a regular basis by a specialist, by a provider for whom they have a standing referral, or by a primary care provider within thirty (30) days of receipt or issuance of the FCHN-PRO-042016 Sch C - WA notice of termination, irrespective of whether the termination was for cause or without cause. FCHN shall require a Payor to make a good faith effort to assure that written notice is provided immediately to Participants when a termination for cause provides less than thirty (30) days' notice of termination to Facility. 7. Amendment. Section 10.5 is deleted in its entirety and the following is substituted therefor: 10.5 Amendment. This Agreement may be amended from time to time by FCHN, by providing Provider not less than sixty (60) days advance written notice of the amendment unless changes to federal or state law or regulations make such advance notice impossible, in which case notice shall be provided as soon as possible. If Provider objects to the amendment, Provider must so advise FCHN in writing within thirty (30) days after receipt of the amendment. If FCHN receives no written objection from Provider to the amendment within the time described above, the amendment will become effective at the end of the sixty (60) day notice period. If FCHN does receive from Provider a written objection to the amendment within the time described above, FCHN may, at its sole option, withdraw the amendment, and FCHN will notify Provider in writing whether or not the amendment is withdrawn. If FCHN withdraws the amendment, this Agreement will continue in force without any effect of the amendment. If FCHN notifies Provider that the amendment is not withdrawn, then the amendment shall become effective at the end of the sixty (60) day period. If, following notice of non -withdrawal from FCHN, Provider continues to object to the amendment, Provider may terminate this Agreement as outlined in Section 8.2.3. Notwithstanding the forgoing, if the proposed amendment is a "material amendment" as defined in applicable state law, the Facility may reject the amendment at any time during the sixty (60) day notice period and the rejection will not affect the terms of the existing Agreement. No amendment to this Agreement may be made retroactive without the express written consent of the Facility. FCHN-PRO-042016 Sch C - WA ., Request for Taxpayer Give Form to the Form (Rev. November 2017) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ► Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax return). Neme is required on this line: do not leave this line blank. 2 Business name/disregarded entity name, if different from above co rll 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to following seven boxes. certain entities, not individuals; see a C ❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate instructions on page 3): w ai c single -member LLC Exempt payee code (if any) CL P ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► `p y Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check Exemption from FATCA reporting « 5 LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is code tf ( any) another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that 0. g w is disregarded from the owner should check the appropriate box for the tax classification of its owner. N Other (see instructions) ► (Applies to accounts —wi.md outside Ih• U.S) rn a� 5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional) a� 6 City, state, and ZIP code 7 List account number(s) here (optional) KOM Taxpayer Identification Number IN Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to .get a TIN, later, or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. I ISL Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I 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 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For 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 generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign Signature of Here U.S. person ► Date IN - General General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 11-2017) Form W-9 (Rev. 11-2017) By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S, trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 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 on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Page 2 Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United .States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student whoqualifies for this exception (under paragraph 2 of the first protocol) ands relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 6233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. 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 Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to 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. Form W-9 (Rev. 11-2017) Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINS in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1 a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single -member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or "doing business as" (DBA) name on line 2. c. Partnership, LLC that is not a single -member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. 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 line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a "disregarded entity." See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the 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 name on line 2, "Business name/disregarded entity name." If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. Page 3 IF the entity/person on line 1 is THEN check the box for... a(n) .. • Corporation Corporation • Individual Individual/sole proprietor or single- • Sole proprietorship, or member LLC • Single -member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. • LLC treated as a partnership for Limited liability company and enter U.S. federal tax purposes, the appropriate tax classification. • LLC that has filed Form 8832 or (P= Partnership; C= C corporation; 2553 to be taxed as a corporation, or S= S corporation) or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. • Partnership Partnership • Trust/estate Trust/estate Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 Form W-9 (Rev. 11-2017) The following chart shows types of payments 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 All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over 1 through 5z $5,0001 Payments made in settlement of Exempt payees 1 through 4 payment card or third party network transactions 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 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 reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations 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 times during 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) Page 4 M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mall your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there Is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. 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 SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single -member LLC that is disregarded as an entity separate from its owner, enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS -5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS -4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS -4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. Form W-9 (Rev. 11-2017) Page rJ 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), 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). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: I Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) other than an account maintained by an FFI 3. Two or more U.S. persons (joint account maintained by an FFI) 4. Custodial account of a minor (Uniform Gift to Minors Act) 5. 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 6. Sole proprietorship or disregarded entity owned by an individual 7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(1 (A)) The individual The actual owner of the account or, if combined funds, the first individual on the account' Each holder of the account The minor For this type of account: I Give name and EIN of: 14. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 15. Grantor trust tiling under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)[)(13)) ' List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. z Circle the minor's name and furnish the minor's SSN. s You must show your individual name and you may also enter your business or DBA name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS 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 partnerships, earlier. *Note: The 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 information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and The grantor -trustee' • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a The actual owner' notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. The owner' If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline The grantor* at 1-800-908-4490 or submit Form 14039. For this type of account: I Give name and EIN of: 8. Disregarded entity not owned by an The owner individual 9. A valid trust, estate, or pension trust 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 11. Association, club, religious, charitable, educational, or other tax- exempt organization Legal entity° The corporation For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act The organization is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. 12. Partnership or multi -member LLC I The partnership 13. A broker or registered nominee The broker or nominee Form W-9 (Rev. 11-2017) The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing®irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.identityTheft.gov and Pub. 5027. Visit www.irs.gov/ldentityTheft to learn more about identity theft and how to reduce your risk. Page 6 Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form 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 litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.