Loading...
HomeMy WebLinkAboutFully Executed Agreement (2)Docusign Envelope lD: 7 4E827 C5-FAB8-8084-827C-414AD59920A6 MOLTNA HEALTHCARE OF WASHINGTON, NC. PROVIDER SERVICES AGREEMENT SIGNATURE PAGE ln consideration of the promises, covenants, and rvarranties stated, the Parties agree as set forth in this Agreen'rent. The Authorized Representative acknowledges, warrants, and represents that the Authorized Representative has the authority and authorization to act on behalf of its party. The Authorized Representative further acknorvledges he/she received and revielved this Agreement in its entilety. The palties heleby acknowledge that Health Plan's Provider Manual r.vas made available to Provider for revie'uv prior to Provider's decision to enter into this Agreement. Health Plan's Provider Manual is available at the Health Plan's website. The Authorized Representative for each parfy executes this Agreement with the intent to bind the Parties in accordance with this Agreement. Effective Date of Agreement ("Effective Date"): Upon Health Plan Signature Provider and Information. Health Plan re and Information. Provider's Legal Name ("Provider") - as listed on applicable tax form (i.e. W-9) County of Kittitas DBA Kittitas County Name - Printed: CLAY h,.IER'44r' Authorized Signature: ritle: 5hac, [S Signature Date: / g-6- 76 Telephone Number: (s09) 962-7s27 Fax Number - Official Conespondence: Mailing Address - Official Correspondence 205 W 5th Ave Suite I Ellensbr.rg, WA 98926 Payment Address - [f different tlian Mailing Address Email Address - Official Correspondence: B ritta.Cantu.sh@co.kittitas.!va.us Tax ID Number - As listed on corresponding tax form 916001349 NPI - That corresponds to the above Tax ID Number: t063226272 Specialty: Pr'lson Health Molina Healthcare of Washington, Inc., a Washington Corporation ("Health Plan") Name - Printed: Emily Leigh Authorized Sisnature: -slgned by: €^,h l"rl, Title: VP, Network Mgmt. & Ops coirnteisigniture Date: 5 / 20 / 202b Mailing Address - Official Conespondence: Molina Healthcare of Washington, [nc. Attention: President 22522 29th Dr SE Ste 210 & 2t2 Bothell, WA 98021 Email Address - Official Correspondence: MHWPLoviderContracti ng@Mol inaHealthcare.com MHWPROV22,3 MHWPSA./Reviscd Jan 2014 Page I of25 Docusign Envelope lD 7 4E827C5-FAB8-8084-827C-41 4AD59920A0 PROVIDER SER\ACES AGREEMENT This Provider Services Agreement ("Agreement") is entered by and between Molina Healthcare of Washington, Inc,, a Washington corporation ("Health Plan'), and County of Kittitas DBA Kittitas County ('?rovider"). The purpose of this Agreement is to make available Covered Services to Members according to the terms and conditions set forth below. RECITALS A. Health Plan ananges for the provision of certain health care servioes to Members pursuant to contracts with various government sponsored health programs. Health Plan intends to participate in additional government sponsored health programs and offer other health Products as the opportunities become available. B. Health Plan arranges for the prcvision of certain health care services to Members by entering into provider service agreements with individual physicians, groups of physicians, individual practice associations, hospitals, clinics, ancillary health providers, and other health providers, C. Provider is licensed to render certain health care services and desires to provide such services to Health Plan's Members in connection with Health Plan's contractual obligations to provide and/or arrange for Covered Services for Flealth Plan's Members. Now, therefore, in consideration of the promises, covenants and warranties stated herein, Health Plan and Provider agree as follows: ARTICLD ONE - DEFINITIONS 1.1 Capitalized words or phrases in this Agreement shall have the meaning set forth below, a. Advance Directive is a Member's written instructions, recognized under state law, relating to the provision of health care when the Member is not competent to make a health care decision as determined under state law. Examples of Advance Directives are living wills and durable powers of attorney for health care. b. Affiliate means an entity owned or controlled by Flealth Plan or Molina Healthcare, Inc, c. Agreement means this Provider Services Agreement, all attachments and incorporated documents or materials. d. Capitated Provider is a Plovider who receives a monthly premium from Health Plan for each Member assigned to Providet'. Capitated Provider may be responsible for payment of some or all covered health services (professional, institutional, pharmacy) incurred by Member, e. Centers for Medicarc and Medlcaid Services ((CMS") is the Centers for Medicare and Medicaid Services, an administrative agency of the United States Government, responsible for administering the Medicare program and certain parts of the Medicaid, CHIP, Medicare-Medicaid Program, and the Health Insurance Marketplace. f. Claim means an invoice for services rendered to a Member by Provider, subrnitted in a format apprcved by I{ealth Plan and with all setvice and encounter information required by Health Plan, g, Clean Clnim means a Claim for Covered Services that has no defect, impropriety, lack of any required substantiating documentation, or particular circumstance requiring special treaflnent that prevents timely payment from being made on the Claini. h. Covered Services mean those health care services that are Medically Necessary, are within the normal scope ofpractice and licensure ofProvider and are benefits ofthe l-Iealth Plan Product or a Health Plan affiliate's Product which covers the Member. i. Downstream Entity means any pafly that enters into a written arrangement, acceptable to CMS, with persons or entities involved with Medicare or, Medicaid Products, below the level of the MT.IWPROV2z.3 MHWPS A/Revis ed laa 2024 Page2 ot25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A6 arrangement between Health Plan (or applicant) and Provider. These written affangements continue down to the level of the ultimate provider for health and administrative seruices, i, Emergency Services are Covered Services neces$ary to evaluate or stabilize 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 ofgan or patt, or would place the person's health in seriotrs jeopardy. For Health Plan's Medicaid Members, Emergency Services also includes any services defined as emergengy services under42 C,F.R. $438,114, Health Plan reserves the rightto investigate certain ernergency care Claims to determine if a Claim meets the definition of Emergency Services. If Health Plan denies a Claim on the basis that a reasonably prudent layperson would not have believed that an emergency health condition existed, the Member may exercise the right of appeal under the Grievance Program. k, Encounter Data means all data captured during the course of a single health care encounter that specifies: (i) the diagnoses, comorbidities, procedures (fterapeutic, rehabilitative, maintenance, ol' palliative) pharmaceuticals, medical devices, and equipment associated with a Member receiving services during the encounter; (ii) the identification of the Member receiving and the provider providing the health care services during the single encounter; and (iii) a unique and unduplicated identifrer for the single encounter. l, Government Contracts means the contract between Health Plan and a govemmental agency for a Product. m, Government Program Requirements mean the requirements of governmental agencies for a Product, which includes, but are not limited to, the requirements set forth in the Government Contract. n. Grievance Program means the procedures established by Health Plan to timely address Member and Provider complaints or grievances. o. HCA means The Washington State Health Care Autholity. p. Ilealth Benefit Exchange means the Washington health benefit exchange ostablished in RCW 43.77,020, et seq., the Health Benefit Exchange Act, q. Health Plan means MolinaHealthcare of Washington, Inc. r, TIEDIS Studies mean Healthcare Effectiveness Data and Information Set, s. IPA means Independent Practice Association. t, Law means, without limitation, federal, state/commonwealth, tribal, or local statutes, codes, orders, ordinances, and regulations applicable to this Agreement. u. Medicaid means the joint federal-state program provided for under Title XIX of the Social Security Act, as amencled. v. Mcdicare Advantage ("MA') means a ptogram in which private health plans provicle health care and related services through a Government Conhac.t with CMS, which is authorized under Title XVIII of the Social Security Act, as amended (otherwise known as "Medicare"). Medicare Advantage also includes Medicare Advantage Special Needs Plans ("MA-SNP"). w, Medically Necessary means those medical services and supplies which are provided in accordance with professionally recognized standards of practice which are determined to be: (a) appropriate and necessary for the symptoms, diagnosis or treatment of the Member's medical condition; (b) provided for the diagnosis and direct care and treatment ofsuch condition; (c) not furnished primarily foL the convenience of tlre Member, the Member's family, the treating provider, or other provider; (d) furnished at the most appropriate level which can be provided consistent with generally accepted medical standards of care; and (e) consistent with Health Plan policy. MI-IWPRoV22.3 MHWPSA"/Revised Jan 2024 Page 3 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A0 2.1 x. Member(s) means a person(s) eruolled in one of Health Plan's benefit Products or a Health Plan affiliaie's benefit Product and who is eligible to reoeive Covered Servioes, y. Mollna Fee Schedule mearls the Health Plan's fee schedule, inclusiye of all reimbursement rates Health Plan is required to reimburse Provider withitt this Agreement. The Molina Fee Schedule is available upon request. z. Molina Marhetplace means the health benefit program offered and sold by Health Plan to individuals or employers who obtain health coverage through the Washington Health Benefit Exchange, aa. Participating Provider means a healthcare facility or practitioner contracted with and, as applicable, oredentialed by Health PIan or Health Planos designee. bb. Product means the various health insurance progr?ms offered by Health Plan to Members in which Provider agrees to be a Participating Provider, identifled in the compensation exhibit(s), and which will include any successors to such Produots, c0. Prior Authorization means the requirement that a provider must reque st, on behalf of a Member and when required by rule or state and govemment billing instructions, the state or governments designee's approval to provide a health oare service before the Member receives the health care service, prescribed drug, device, or drug-related suppty. dd. Provider means the entity identified on the Signature Page of this Agreement and includes any person or entity performing Covered Services on behalf of Provider and for which: (i) an entity of the Provider bills under an owned tax identification number; and (ii), when applicable, such person or entity has been approved by Health Plan as a Participating Provider. Where Provider is a Group/IPA or Hospital, Provider means and includes all constituent physicians, allied liealth professionals and staff persons who provide health care seruices to Members by arrdior through the GrouplIPA or Hospital. All of said persons are bound by the terms of this Agreement. ee, Provider Manual means the compilation of Health PIan policies, procedures, standards and specimen documents, as may be unilaterally amended or modified fiom time to time by Health Plan, that have been compiled by Health Plan for the use and instruction of Provider, and to which Provider must adhere. ff. Quality Improvement Program means the policies, procedures and systems developed by Health Plan for monitoring, assessing and improving the accessibility, quality and continuity of care provicled to Members. gg. Subcontract means any separate agreement or contract between Health PIan and an individrral or entity ("Subconlractor") to perform all or a portion ofthe duties and obligations that the Health Plan is obligated to perform pursua[t to Flealth Plan's contract with the State or CMS. hh. Subcontractor means an individual or organlzalion, including Downstream Entity, with which Provider coltracts for the provision of Covered Services or adminlstrative functions related to the performance of this Agreement, including delegation activities. For the avoidance of donbt, a Subcontractor does not include individual providers, ii. Utilizatlon Review and Management Program means the policies, plocedures and systems developed by Health Plan for monitoring the utilization of Covered Services by Members, including but not limited to under-utilization and over-utilization. ARTICLE TWO . PROVIDER OBLIGATIONS Serving as a Panel Provider. Provider shall serve on I-Iealth Plan's panel of providers for the Products specified in Exhibit I and its applicable sub-exhibits, Provider agrees that its practice information may be used in Health Plan's provider directories, promotional materials, advertising, and other informational material made available to the public and Members. Practice information includes, but is not limited to, name, address, telephone nnmber, hours of operation, type of practice, and ability to accept new patients. Provider shall promptly notify Health Plan of any changes in this practice information. MHWPROV22.3 MHWPSA-/Revised Jan 2024 Page 4 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A0 2,2 Standartls for Prorrision of Care. a. Provision of Covered Services. Provider shall provide Coveled Services to Members, within the scope of Provider's business and practice, in accordance with this Agreement, Health Plan's policies and procedures, the terms and conditions of the Health Plan Product which covers the Member, and the requilements of any applicable government sponsored progfam. b. Standard of Care. Provider shall provide Covered Services to Members at a level of care and competence that equals or exceeds the generally accepted and professionally recognized standard of practice at the time of treatment, all applicable rules and/or standards of professional conduct, and any controlling governmental licensing requirements, c. Facilities, Equipment, and Personnel. Provider's facilities, equipment, personnel and administrative services shall be at a level and quality as necessary to perform Provider's duties and responsibilities under this Agreement and to meet all applicable legal requirements, inoluding the accessibilify requirements of the Americans with Disabilities Ast. d. Prior Authorization. If Provider determines that it is Medically Necessary to consult or obtain services from other health professionals that are Medically Necessary, Provider shall obtain the prior authorization of Health Plan in accordance with Health Plan's Provider Manual unless the situation is one involving the delivery of Emergency Services. Upon and following such referral, Provider shall coordinate the provision of such Covered Seryices to Members and ensure continuity of care. The approval is based on medical necessity. Receipt of prior authorization does not guarantee payrnent. Expedited prior authorization and limitation extension are types of prior authorization (WAC 182- s00-008s). e. Contracted Providers. Except in the case of Emergency Services or upon prior authorization of Health Plan, Provider shall use only those health professionals, hospitals, laboratories, skilled nursing and other facilities and providers wlrich have contracted with Health Plan ("participating providers"). f. Member Eligibility Verification. Provider shall veriSr eligibility of Members prior to rendering services. g. Admissions, Provider shall coopelate with and comply with Health Plan's hospital admission and prior authorization procedures. h, Prescriptions. Except with respect to prescriptions and pharmaceuticals ordered for in-patient hospital services, Provider shall abide by Flealth Plan's drug formularies arrd prescription policies, including those regarding the prescription of generic or lowest cost alternative brand name pharmaceuticals. Provider shall obtain prior authorization from Health Plan if Provider believes a generic equivalent or fotmulary drug shouid not be dispensed, Provider acknowledges the authority of I-Iealth Plan contracting pharmacists to substitute generics for brand name pharmaceuticals unless counter indicated orr the prescdption by the Provider. i, Subcontract Arrangcments. Any subcontract arrangement entered into by Provider for the delivery of Covered Services to Members shall be in writing, consistent with the provisions of 42 CFR 434.6, and shall bind Provider's subcontractors to the terms and conditions of this Agreement including, but not limited to, terms relating to licensure, insurance, and billing of Members for Covered Services. j, Availability of Services. Provider shall make necessary and appropriate arrangements to ensure the availability of Covered Services to Members on twenty-four (24) hours a day, seven (7) days a week basis, including arrangement to ensure coverage af Member patient visits after hours. Provider shall meet the applicable standards for timely access to care and services, taking into account the urgency of the need for the services. Provider will make necessary and appropriate arrangements to ensure the availability of non+mergent Covered Services during Provider's normal business hours, unless otherwise required by Laws or Government Program Requirements. k. Treatment Alternatives. Health Plan encourages open Ptovider-Member communication regarding appropriate treatment alternatives. Health Plan promotes open discussion between Provider and Members regarding Medically Necessary or appropriate patient care, regardless of Covered Services MTIWPROV22.3 MFIWPSA/Rcvis ed Jan 2024 Page 5 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A6 2.3 limitations. Provider is fiee to communicate any and all treatment options to Members regardless of benefit coverage limitations. Promotlonnl and Marheting Activities. At the request of Health Plan, Provider shall (l) display Health Plan promotional materials in its offices and facilities as practical, and (2) shall cooperate with and participate in all reasonablo Health Plan's marketing efforts. Provider shall not use Health Plan's name in any advertising or promotional materials without the prior written permission of Health Plan. As applicable, Provider shall not directly or indirectly conduct door-to-door telephonic, or other cold-call marketing of enrollment (42 CFR 438,104@)(l)(v)), Nondiscrimination. &. Enrollment. Provider shall not diffetentiate or discriminate in providing Covered Services to Membem because of race, color, religion, national origirl ancestry, &Ea, sex, marital status, sexual orientation, physical, sensory, or merrtal handicap, socioeconornic status, ol participation in publicly financed programs of health care seruices. Provider shall render Covered Services to Members in the same location, in the same rnanner, in accordance with the same standards, and within the sarne time availability regardless of payor. b, Employment. Provider shall not differentiate or discriminate against any employee or applicant for employment, with respect to their hire, tenure, terms, conditions or privileges of employment, or any matter direotly or indirectly related to employmento because of race, color, religion, national origin, ancestry, age, sex, height, weight, marital status, physical, sensory, or mental disability unrelated to the individuat's ability to perform the duties of the particular job or position. Recordkeeping. a, Maintainlng Member Medlcal Record. Provider shall rnaintain a medical record for each Member to whom Provider tenders health care services. Provider shall open each Member's medical record upon the Member's first encounter with Provider. The Member's medical record shall contain all informaXion required by Laws, generally accepted and prevailing professional pmctice, applicable govemment sponsored health programs, and all Health Plan policies and procedures. Plovider shall retain all such recorcls for at least ten (10) years. b. Confidentinlity of Member Ilealth Informatlon. Provider shall comply with all Laws, Health Plan's policies and procedures, and governntent sponsored progmm requirements regarding privacy and confidentiality of Members' health information and medical records, inoluding mental health records. Provider shall not disclose or use Member names, addresses, social security numbers, identities, other personal information, treatment modalities, or medical records without obtaining appropriate authorization to do so. This provision shall not affect or limit Provider's obligation to malce available medical records, encounter data and information concerning Member care to Health Plan, any authorized state or federal agency, or other Providers ofhealth care upon authorized referral. c. HIPAA. To the extent Provider is considered a covered entity under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Provider shall comply with all provisions of HIPAA including, but not limiXed to, provisions addressing privacy, security, and confidentiality. d. Delivery of Patient Care fnformation. Provider shall promptly deliver to Health Plan, upon request and/or as may be required by Laws, Health Plan's policies and procedures, applicable government sponsored health programs, Health Plan's contracts with the government agencies or third party payers, any information, statistical data, encounter dat4 or patient treatment information pertaining to Members served by Provider, including but not limited to, any and all information requested by Health Plan in conjunction with utilization review and management, grievances, peer review, HEDIS Studies, Heatth Plan's Quality Improvement Program, Consumer Assessment of Health Plans ("CAHPS"), or Claims payment. Health Plan will not pay copying fees when records are requested for any ofthe above listed programs. Provider shall fuither provide direct access to said patient care 2,4 2.5 MrtwPRov22.3 MI'IWPS A./Rev is e d J an 2024 Page 6 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A6 2,6 inforrnation as requested by Health Plan andlor as required by any govemmental agency or any appropriate state and federal authority having jurisdiction over Health Plan. e, Member Access to Health Information. Provider shall give Health Plan and Members access to Members' health irrformation including, but not limited to, medical records and billing records, in accordance with Laws, applicable government sponsored health programs, and Health Plan's policies and procedures. fl Nattonal Provider Identifier ((NPI"), In accordance with applioable statutes and regulations of HIPAA Provider will comply with the Standard Unique ldentifier for Health Care Providel regulations promulgated uncler HIPAA (45 CFR Section 162.402, et seq.) and use only the NPI to identify HIPAA covered health care providers in standard transactions. Provider will utilize an NPI from the National Plan and Provider Enumeration System ("MPES") for itself or for any subpart of the Provider. Provider will make best effofis to report its NPI and any subparts to Health Plan. Provider will report any changes in its NPI or subparts to Health Plan within thirty (30) days of the change. Provider will use its NPI to identify itself on all Claims and encounters (both electronic and paper formats) submitted to Health P1an, Program Participation a. Participation in Grlevance Program. Provider shall participate in Health Plan's Grievance Program and shall cooperate with Health Plan in identifying, processing, and promptly resolving all Member complaints, grievances, or inquiries, b. Participation in Quality Improvement Program. Provider shall participate in Health Plan's Qualily Improvement hogtam and shall cooperate with Health Plan in conducting peer review and audits of care rendered by Provider. c. Participntion in Utilization Review and Management Program. Provider shall participate in and conrply with Flealth Plan's Utilization Review and Management Program or the utilization review and management program of Health Plan's designee, including all policies and procedures regarding prior authorizations, and shall cooperate with Health Plan or Health Plan's designee in audits to identify, confbm, andior assess utilization levels of Covered Services. If Provider is a medical group or lPA, Provider shall accept delegation of utilization management responsibilities from Health Plan at Health Plan's request. d, Participation in Credentialing. Provider shall participate in Health Plan's credentialing and re- credentialing process and shall satisfy, throughout the term ofthis Agreernenf all credentialing and re-credentialing criteria established by the l-Iealth Plan. Provider shall immediately notify Health Plan of any change in the inl'ormation submitted or rclied upon by Provider to achieve crcdentialed status, If Provider's credentialed status is rcvoked, suspended, or limited by Health Plan, Flealth Plan may at its discretion terminate this Agreement and/or reassign Members to another provider. If Prbvider is a medical gtoup or IPA, Provider shall accept delegation of credentialing responsibilities at Health Plan's request and shall cooperate with Health Plan in establishing and rnaintaining appropriate credentialing mechanisms within Provider's organization. e. Provider Manual. Provider will follow the terms set forth in Health Plair's Provider Manual, which may be amended from time to time at Health Planns sole discretion. Proyider shall comply and render Covered Services in accordance with the contents, instructions and procedures set forth in Health Plan's Provider Manual and any additional operating procedures and polioies for Providers which are communicated to Ptovider in writing by Health Plan. Provider acknowledges it received Health Plan's Provider Manual. f. Government Contracts. Provider acknowledges that Health Plan has entered into contracts with state and federal agencies for the arrangement of health care services for Members through government sponsored programs, Provider shall comply with any term or condition of those goverrunent sponsored program contracts that are applicable to the services to be performed under this Agreement. Mr.rwPRov22.3 MHWPSA,/Revised lan 2024 Page 7 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A6 t1 g. Health Education/Training. Provider shall participate in and cooperate with Health Plan's Provider education and training efforts as well as Member education efforts, Provider shall also comply with all Health Plan health education, cultural and linguistic standatds, policies, and procedures, and such standards, policies, and procedures as may be necessary for Health Plan to comply with its contracts with employers, the state, or federal government. Provider shall promptly deliver to Provider's constituent providers, if any, all informational, promotional, educational, or instructional materials prepared by Health Plan regarding any aspect of providing Covered Services to Members. h. Supplemental Materials. Health Plan may periodically issue bulletins or other written materials in order to supplement the Provider Manual or to give additional instruction, guidance, or information ("supplemental Materials"). Health Plan may issue Supplemental Materials in an electronic format, which includes, but is not limited to, posting on Health Plan's interactive web-portal, with a physical copy available upon request. Supplemental Materials become binding upon Provider as of the Effective Date indicated on the Supplernental Materials or, if applicable, the Effective Date will be determined in accordance with this Agreement. i, Ilealth Plan's Dlectronic Processes and Initiatives. Provider will participate in and comply with Health Plan's electronic processes and initiatives, including, but not limited to, elecflonic submission of prior authorization, access to electronic medical records, electronic claims filing, electronic data interohzurge ("EDI"), electronic remittance advice, electronic fund transfers, and registration and use of Health Plan's interactive web-portal, Llcensure and Sfandlug. a. Licensure. Provider warrants and represents that it is appropriately licensed to render health care services within the scope of Provider's practice, including having and maintaining a cunent narcotics number, where appropriate, issued by all proper authorities. Provider shall provide evidence of licensure to Health Plan upon request. Provider shall maintain its licensure in good standing, free of disciplinary action, and in unrestricted status throughout the term ofthis Agreement. Provider shall immediately notify Health Plan of any change in Provider's licensure status, including any disciplinary astion taken or proposed by any licensing agency responsible for oversight of Provider. b. Unrestricted Status. Provider represents to its best knowledge, information, and belief, neither it, nor any of its owners, employees, temporary employees, volunteers, consultants, members of its board of directors, officers, or contractors (collectively, '?ersonnelo') have been excluded frorn participation in the Medicare Program, any slate, commonwealth or the District of Columbia's Medicaid Program, or any other federal health care program (collectively "Federal Health Care Program"). Provider agrees that it must check the Department of Health and Human Services Office of Inspector General List of Excluded Individuals and Entities, the System for Award Management, any other list maintained by a state, commonwealth, or federal govemment and every state, commonwealth, and the District of Columbia's Medicaid exclusion lists to determine whether Provider or any of its Petsonnel have been excluded from participation in any Federal Health Care Program, These databases must be checked for any new Personnel and thereaf.ter not less than monthly. Provider will notify Health Plan immediately in writing if Provider determines that Provider or any of its Personnel are suspended or excluded, or could be suspended or excluded, flom any Federal Health Care Program. Provider agrees that it is subject to 2 CFR Part376 and will require its Personnel to agree that they are subject to 2 CFR Part 376. lf a governmental agency imposes a penalty, sanction, ol other monetary adjustment or withhold due to Provider's non-compliance with this provision or any payments were made to Provider while under non-compliance with this provision, Health Plan may collect the amount by: (i) offsetting from amounts due to Provider; or (ii) issuing a recoupment letter to Provider, If required, such offset or recoupment witl be done in a manner that is compliant with Laws and Government Program Requirements. This seotion will sulive any termination. c. Malpracticc and Other Actions. Provider shall give immediate notice to Flealth Plan of: (a) any malpractice claim asserted against it by a Member, any payment made by or on behalf of Provider in settlement or compromise of such a claim, or any payment macle by or on behalf of Provider pursuant to a judgment rendered upon such a claim; (b) any criminal investigations or proceedings against Mr.rwPROV22.3 MHWPSA./Revised Jan 2024 Pagc I of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A6 2,8 Provider; (c) any convictions of Provider for uimes involving moral turpitude or felonies; and (d) any civil claim assefied against Provider that may jeopardize Provider's financial soundness. d, Stafting Privileges for Providers. Consistent with community standatds, every physician Provicler shall have staff privileges with at least one Health Plan contlacted hospital as necessary to provide services to members under this Agreoment and shall authorize each hospital at which he/she rnaintains staffprivileges to notify Health Plan should any disciplinary or other action of any kind be initiated against such provider which could result in any suspension, reduction or modification of his/her hospital privileges. e. Liability Insurance. Provider shall maintain premises and professional liability insurance in coverage amounts appropriate for the size and nature of Provider's facility and the nature of Plovideros health care activities. Every physician Provider shall maintain, at a minimum, professional tiability insurance with limits of not less thar $1 million per occurrence and $3 million in the aggregate for the policy year and for each physician comprising Provider. If the coverage is claims made or reporting, Provider agrees to purchase similar "tail" coverage upon tetmination of the Provider's present or subsequent policy. Provider shall deliver copies of such insurance policies to Health Plan within five (5) business days of a written request by Health Plan. Claims Payment. a. Submitting Claims. Provider shall promptly submit to Health PIan Claims for Covered Services rendered to Membem. All Claims shall be submitted in a form acceptable to and approved by Health Plan and shall include any and all medical records pertaining to the Claim if requested by Health Plan or otherwise required by Health Plan's policies and procedures. Claims rnust be subrnitted by Provider to Health Plan within tluee hundred sixty-five (365) days of providing the Covered Services that are the subject of the Claim. If Health Plan is not tfte primary payer under coordination of benefits, Provider must submit Claims to Health Plan within three hundred sixty-five (365) days from the primary payer's date of payment or date of contest, denial or nolice, Except as otherwise provided by law or provided by government sponsored program requirements, any Claims that are not submitted by Provider to Health Plan within the timelines stated above shall not be eligible for payment, and Provider heteby waives any right to payment, therefore. b, Compensation. Health Plan shall pay Provider for Clean Claims for Covered Services provided to Members, inclr.rding Emergency Services, in accordance with applicable law and regulations and in accordance with the compensation schedule set forth in Exhibit I and its applicable sub-exhibits. Provider shall accept such payment, applicable co-payments, deductibles, and coordination of benefits collections as payment in full for services provided under this Agreement. Provider shall not balance bill Members for any Covered Services, c. Co-paymcnt, Deductibles and Co-insurances. Ptovider is responsible for collection of co' paymenLs, deductibles and co-insurances, if any, provided for in the Member's Health Plan Product, d. Member Hold Harmless. i, Provider hereby agrees that in no event, including, but not limited to nonpayment by Health Plan, Health Plan's insolvency, or breach of this contract will Provider bill, charge, collect a deposit from, seek compensation, remuneration, of reimbursement from, or have any fecourse against a Member or person acting on their behal{ other than Health Plan" for seryices provided pursuant to this Agreement. This provision does not prohibit collection of deductibles, copayments, coinsuranse, andlor payrrent fcr noncovered services, which have not otherwise been paid by a primary or secondary issuer in accordance with regulatory standards for coordination ofbenefitso from Members in accordance with the terms of the Member's health plan. ii, Provider agrees in the event of Health Plan's insolvency to continue to provide the services promised in this Agreement to Members of Health Plan for the dnration of the period for which premiums on behalf of the Member were paid to Health Plan or until the Member's discharge from inpatient facilities, whichever time is greater. MI.IWPROV22.3 MHWPSA/Rsvised lan 2024 Page 9 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A0 iii, Notwithstanding any other provision of this Agreement, nothing in this Agreement shall be construed to modify the rights and benefits contained in the Member's Health Plan, iv. Provider may not bill the Member for Covered Services except for deductibles, copayments, or coinsurance where Health Plan denies payments because Provider has failed to comply with the tenns of this Agreement. v. Provider further agrees i) that the provisions of paragraphs i, ii, iii, iv of this section shall survive termination of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefif of Health Plan's Members; and ii) that this provision supersedes any oral or witten contrary agreement not existing or hereafler entered into between Provider and Member or pefsons acting on their behalf. vi. If Provider contracts with other providers or facilities who agree to provide Covered Services to Mernbers of Health Plan with expectation of receiving payment directly or indirectly from Health Plan, such providers or facilities must agree to abide by patagraphs i, ii, iii, iv, v, of this section. e, Coordination of Beneflts. Health Plan is a secondary payer in any situation where there is another payer as primary camier. Provider slrall make reasonable inquiry of Members to learn whether Member has health insurance or health benefits other than from Health Plan or is entitled to payment by a third party under any other insurance or plan of any type, and Provider shall immediately notify Health Plan of said entitlement. In the event that coordination of benefits occurs, Provider shall be compensated in an amount equal to the allowable Clean Claim less the amount paicl by other health plans, insurance carriers and payers, not to exceed the amount specified in Exhibit 1 and its applicable sub-exhibits. f, Offset. In the event that Health Plan determines that a Claim has been overpaid or paid in duplicate, or that funds were paid which were not provided for under this Agreement, Health Plan may make a written request for repayment: (1) within twenty-four (24) months after the date that the payment was made; (2) within thirty (30) months after the date that the payment was made if the lequest is related to coordination of benefits with another carrier or entity responsible for payment of the Claim; or (3) at any time if a thirtl parly is found responsible for satisfaction of the Claim as a consequence of liability imposed by lalv and Health Plan is uuable to recover directly from the third party because the third party has either already paid or will pay Provider the heatth care services covered by the Claim. Provider may contest Health Plan's request in writing by participating in the Claims dispute process as outlined in Section 2.8g. Overpayment and duplicate payment disputes must be submitted in writing within thirty (30) days of receipt of request, If it is decided that Health Plan will tecover the contesfed payment, such refund may be recovered by way ofoffset or recoupment from current or futurc amounts due Provider after six (6) months have passed from the date Health Plan received Ptovider's written notice contesting the repayment, In addition to any other contractual or legal remedy, if Provider fails to contest Health Plan's request for a refund in writing within thirty (30) days ofreceipt ofthe request or ifProvider contested the request and six (6) months has passed from the date Ptovider received Health Plan's refund request, I-lealth Plan may recover the amounts owed by way of offset or recoupment from current or future amounts due Provider. As a material condition to Health Plan's obligations under this Agreement, Provider agrees that the offset and rccoupment rights set forth herein shall be deemed to be and to constitute rights of offset and recoupment aulhorized in state and federal law or in equity to the maximum extent legally permissible, and that such rights shall not be subject to any requirement ofprior or other approval from any court or other govemmenlal authority that may now or hereafter have jurisdiction over Health Plan ancVor Provider. Nothing in this section prohibits Provider from choosing at any time to refund to Flealth Plan any payment previously made by Flealth Plan to satisfy a Claim either by way of repayment by Provider or a request that Health Plan offset or recoup the money from curuent or future amounts due Provider, g. Claims Dispute Process. In the event that Plovider determines that a Claim has been improperly denied ol underpaid, Provider may make a written request for paymentr (l) within twenty-four (24) months after the date the Claim was denied or payment intended to satisfy the Claim was made; (2) within thirty (30) months after the date the Claim was denied or payment intended to satisfy the MHWPROV22,3 MHWISA,/Revised Jan 2024 Pago [0 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A0 2.9 Claim was made if the request is related to coordination of benefits with another carrier or entity responsible for paymont of the Claim, Provider may not request that payment be made any sooner than six (6) months after Health Plan's receipt of the request. Any request for review of denied or underpaid Claims must be submitted to Health Plan in accordance with the requirements stated in this section and conform to the following inshuctions: i, The request nrust speciff why the Provider believes Health Plan owes the payrnent. ii. In the case of coordination of benefits, the request must include the name and mailing address of any entity that has disclaimed responsibility for payment. iii, The request must be addressed to the attention of Health Plan's Provider Services Department. iv, The request must clearly indicate "Denied Claims Review Request" or "Adjustment Request"; and, v. The r€quest must include all pertinent information, including, but not limited to, Claim number, Member identifier, denial leffer, supporting medical records, and any new information pertinent to the request. vi, Health Plan will render a decision on all disputed Clairns within sixty (60) days of receipt of the Claim. vii. Should Provider not be satisfied with Health Plan's decision, Provider may prooeed to the mediation steps outlined in the Provider Manual, h, Claims Review and Audit. Provider acknowledges Health Plan's right to review Provider's Claims prior to payment for appropriateness in accordance with industry standard billing rules, including, but not lirnited to, cunent UB manual and editor, current CPT and HCPCS coding, CMS billing rules, CMS bundling/unbundling rules, National Correct Coding lnitiatives (IlfCCI) Edits, CMS multiple procedure billing rules, and FDA definitions and determinations of designated implantable devices and/or implantable orthopedic devices. Provider acknowledges Health Plan's right to conduct such review and audit on a line-by-line basis or on such other basis as Health Plan deems appropriate, and Health Plan's right to exclude inappropriate line items to adjust payment and reimburse Provider at the revised allowable level, Provider also aclcnowledges Health Plan's right to conduct utilization reviews to determine medical necessity and to conduct post-payment billing audits, Provider shall cooperate with Flealth Plan's audits of Claims and payments by providing access to requested Clairns information, all supporting medical records, Provider's charging polioies, and other related data. Health Plan shall use established industry claims adjudication and/or clinical practices, state and federal guidelines, and/ar Health Plan's policies and data to determine the appropriateness of the billing, coding and payment. i, Payments which are the Responsibility of n Capitated Provider. Provider agrees that if Provider is or becomes a party to a subcontract or other agreement with another provider contracted with Health Plan who receives capitation from Health Plan and is responsible for paying fbr Covered Services through subcontract arrangements ("Capitated Provider"), Provider shall look solely to the Capitated Provider, and not Flealth Plan, for payment of Covered Services provided to Members that are covered by Flealth Plan's agLeements with such Capitated Proviclers. j. Timely Submisslon of Encounter Data. Provider understands Health Plan may have certain contractual reporting obligations that require timely submission of Encounter Data. If a Clean Claim does not contain the necessary Encounter Data, Provider will submit Encounter Data to Health Plan. This section will survive any termination, Compliance wifh Applicable Law. Provider shall comply with all applicable state and federal laws governing the delivery of Covered Services to Members including, but not limited to, Title XIX and Title XXt of the SSA and Title 42 CFR, Title VI of the Civil Rights Act of 1964; Title IX of the Education Amendments of 1972 (regarding eduoation programs and activities); the Age Discrimination Act of 1975; the Rehabilitation Act of 1973; the Balanced Buclget Act of 1997; the Americans with Disabilities Act, and Federal Drug and Alcohol Confidentiality Laws in 42 CFR Part2,42 U.S.C. $ 1396a(a)(43), 1396d(r), and42 CFR 438.6(i): MHWPROV22.3 MHWTSA"/Revised Jan 2024 Page I I of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A6 a. Provider acknowledges that this Agreement and all Covered Services rendered pursuant to this Agreement are subject to applicable state licensing statutes and regulations. Accordingly, Provider shall abide by those provisions set forth in Attachment 1, b. Provider acknowledges that all Covercd Services rendered in conjunction with the state Medicaid program are subject to the additional provisions set forth in Attachment 2, the effect of which provisions is limited solely to activities and Covered Services related to the state Medicaid program. c. For Covered Services rendered to Members enrolled in a Molina Marketplace Product, Medicaid statutes and regulations referenced in this Agreement are inapplicable, and Provider shall comply with all statutory and regulatory requirements of the Washington Health Benefit Exchange Act, including the2012 regular session laws, chapter 87 Affordable Care Act Implementation and regulations adopted pursuant to RCW 43,71. 2,10 Provider Non-solicitation Obligntions. Provider shall not unilaterally assign or transfer patients served under this Agreement to another medical goup, IPA, or provider without the prior written approval of Health Plan. Nor shall Provider solicit or encourage Members to select another health plan for the primary purpose of securing financial gain for Provider. NotNng in this provision is intended to limit Provider's ability to fully inform Members of all available health care treatment options or modalities. 2.ll Fraud and Abuse Reporting. Provider shall report to Health Plan's compliance offlcer all cases of suspected fi'aud andior abuse, as defined in Title 42, of lhe Code of Federal Regulations, Section 455.2, where there is reason to believe that an incident of fraud and/or abuse has occurred, by subcontractors, Members, providersn or employees within ten (10) business days of the date when Provider first becomes aware of, or is on notice of, such activity, Provider shall establish policies and procedures for identiffing, investigating, and taking appropriate conective action against fraud and/or abuse in the provision of health care services under the Medicaid program or by state or federal agencies, Upon the request of Health Plan and/or the State, Provider shall consult with the appropriate State agency prior to and during the course ofany such investigations. 2.12 Advance Directive. Provider shall document all patient records with respect to the existence of an Advance Directive in compliance with the Patient Self-Determination Act (Section 4751 of the Omnibus Reconciliation Act of 1990), as amended, and other appropriate laws, 2.I3 Reassignment of Members. Health Plan reserves the right to reassign Members from Provider to another provider or to limit or deny the assignment or selection of new Members to Provider during any termination notice period or if Health Plan determines that assignment to Provider poses a threat to the Memberso health and safety. If Provider requests reassignment of a Member, Health Plan, in its sole discretion, will make the determination regarding reassignment based upon good cause shown by the Provider. When the Health Plan reassigns Member(s), Provider shall forward copies of the Member's medical records to the new provider within ten (10) business days of receipt of the Plan's or the Member's request to transfer the records. 2,14 Reciprocity Agreements. Provider will cooperate with Affiliates and agrees to ensure reciprocity of health care services to Afflliate's enrollees. For Afflrliate enrollees, Provider will be cornpensaled for Clean Claims that are determined to be payable in accordance with Laws and Government Program Requirements, If there is not a law or Government Program Requirement governing reimbursement, Provider will be compensated at the rates set forth in this Agreement, Provider will follow the hold harmless provisions of this Agreement for Affiliate's enrollees. ARTICLE TIIRDE. HDALTH PLAN'S OBLIGATIONS 3.1 Compensation. Health Plan shall pay Provider in accordance with the terms and conditions of this Agreement and the compensation schedule set forth in Exhib_il 1 and its applica.ble sub-exhibits. 3.2 Member Eligibility Determination. I-Iealth Plan shall maintain data on Member eligibility and enrollment. Health Plan shall promptly verity Member eligibility at the request of Provider. 3.3 Prior Authorization Review. Health Plan shall timely respond to requests for prior authorization and/or determination of Covered Services. MttwPRovz2.3 MHWPSA/Revised lan 2024 Puge 12 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A6 3,4 Medical Necessity Determination. Health Plan's determination with regard to Medically Necessary services and scope ofCovered Services, including determinations oflevel ofcare and length ofstay benefits available under the Member's health program shall govern. The primary concern with respect to all medical determination shall be the interest of the Member. 3.5 Member Services, Health Plan will provide services to Members including, but not limited to, assisting Members in selecting a primary care physician, processing Member complaints and grievances, infoming Members of the Health Plan's policies and procedures, providing Members with membership cards, providing Members with information about Health Plan, and providing Members with access to Health Plan's Provider Directory, updated from time to time, identifying the professional status, specialty, offioe address, and telephone number of Health Plan contracted providers. 3.6 Provider Services. Health Plan will maintain a Provider Manual describing Health Plan's polioies and procedures, Coveled Sewices, limitations and exclusions, and ooordination of benefits infolmation. Health Plan will maintain a Provider Services Department available to educate Provider regarding Health Plan's policies and procedures. 3.7 Medical Director. Health Plan will employ a physician as medical director who shall be responsible for the management of the scientific, technical, and medical aspects of Health Plan. ARTICLD F'OUR - TERM AND TERMINATION 4,1 Term. This Agreement shall commence on the Effective Date indicated on page one of this Agteement and will continue in effect for one (l) year and will renew for successive one (1) year terms unless terminated by either Party in accordance with this Agreement or in accordance with applicable state licensing statutes and regulations set forth in Attachment I and Attachment 2. 4,2 Termination without Cause, This Agreement may be terminated without cause by either party on at least one hundred twenty (120) days written notice to the other party. 4.3 Termination with Cause. In the event of a breach of any material provision of this Agreement, the party claiming the breach will give the other party written notice of termination setting forth the facts underlying its claim(s) that the other party has breached the Agreement. The party receiving the notice of termination shall have thirty (30) days from the date of receipt of sr.rch notice to remedy or cure the claimed breach to the satist'action of the other party. During this thirty (30) day period, the parties agree to meet as reasonably necessary and to confer in good faith in an attempt to resolve the claimed breach. If the party receiving the notice of termination has not remedied or cured the breach within sLrch thirty (30) day period, the party who provided the notice of termination shall have the right to immediately terminate this Agreement, 4,4 Immediate Termination. Notwithstanding any other provision of this Agreement, Health Plan may immediately terminate this Agreement and transfer Member(s) to another provider by giving notice to Provider in the event of any of the following: a. Provider's license or certiflcate to render health care serices is limited, strspended or revoked, or disciplinary proceedings are commenced against Provider by the state licensing authority. b. Provider fails to maintain insurance required by this Agreement. c. Provider loses credentialed statrts. d. Provider becomes insolvent or files a petition to declare bankruptcy or for teorganization under the bankruptcy laws of the United States, or a trustee in bankruptcy or receiver for Provider is appointed by appropriate authot'ity. e, lf Providel is capitated and Health Plan determines Provider to be financially iucapable of bearing capitation or other applicab le risk-sharing compensation methodology. f. Health Plan deterrnines that Provider's facility and/or equipment is insufficient to render Covered Services to Members. MIIWPROV22.3 MHWPSA/Revis ed Jan 2024 Page 13 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A0 4.5 g, Provider is excluded from participation in Medicare arid state health sare programs pursuant to Section 1 128 of the Social Security Act or otherwise is terminatecl as a provider by any state or fedelal health care program. h. Provider engages in fiaud or deception, or knowingly permits fraud or deception by another in connection with Provider's obligations under this Agreement. i. Health PIan deterrnines that health care services are not being properly provided, or arranged for, and that such failure poses a threat to Members' health and safety, Termination Notlltcation to Members. Upon receipt of termination by either Health Plan or Provider, Flealth PIan will infom affected Members of such termination notice in accordance with the process set forth in the Provider Manual, Health Plan will make a good faith effort to ensute that such notice is provided at least thirty (30) days prior to the effective date of the termination or hnmediately for a termination for cause that results in less than thirty (30) days' notice to a[[ Members, Members may then be required to select another provider contracted with Health Plan prior to the effective date of termination of this Agrcement. ARTICLE FIVE. GENERAL PROVISIONS Indemnilication. Each pafy shall indemnify and hold harmless the other parlry and its officers, directors, shareholders, employees, agents, and representatives from any and al1 liabilities, losses, damages, claims, and expenses ofany kind, including costs and attorneys' fees, which result from the duties and obligations of the indemnifying party andior its officers, directors, shareholders, employees, agents, and representatives undet this Agreement, Relationship of the Parties. Nothing contained in this Agreement is intended to create, nor shall it be construed to create, any relationship between the parties other than that ofindependent parties contracting with each other solely for the purpose of e{Tectuating the provisions of this Agreement, This Agreement is not intended to create a relationship of agency, representation, joint venture, or employment between the parties. Nothing herein contained shall prevent any of the pafties from entering into similar arrangements with other parties. Each of the parties shall maintain separate and independent management and shall be rcsponsible for its own operations, Nothing contained in this Agreement is intended to create, nor shall be construed to create, any right in any third party, including but not limited to Health Plan's Members. Nor shall any third party have any right to enforce the terms of this Agreement. Dntire Agreement. This Agreement, together with Attachments, Exhibits, Amendments and incorporated documents or materials, contains the entire agreement between Health Plan and Provider relating to the rights granted and obligations imposed by this Agreement. Additionally, as to the Medicaid products offered by llealth Plan, the contract between HCA and the Health Plan shall be the guiding and controlling document when interpreting the terms of this Agreement. Any prior agreements, promises, negotiations, or representations, either oral or written, relating to the subject matter of this Agreement are ofno force or effect. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect and shall in no way be affeoted, impaired, or invalidated as a result of such decision. Notice. a. Delivery. All notices required or permitted by this Agreement will be in writing and will be delivered: (i) in person; (ii) by U.S. Postal Service ("USPS") registered, certifiecl, or express mail with postage prepaid; (iii) by overnight courier that guarantees next day delivery; (iv) by facsimile transmission; or (v) by e-mail. Any notice sent with signature delivery confirmation or return receipt requested, is deemed given on the date of delivery. If no delivery date is shown, notice is deemed given two (2) business days after the postmark date. Notice delivered by USPS express maii, Federal Express, or by overnight courier that guarantees next day delivery is deemed given two (2) business days after delivery of the notice to USPS or the overnight courier. For delivery by facsimile transmission, the notice is deemed delivered upon confirrnation of receipt of the transmission. For 5.1 5.2 5.3 5.5 5.4 MHWPlrOV22.3 MIIWPSA/Rcvised J'dn 2024 Page 14 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A6 5.6 delivery by e-mail, the notice is deemed given on the date sent. AII notices are deemed given if delivered as specified in this section. b. Names & Addresses. The name, mailing address, e-mail address, and facsimile number set forth under the Signature Page will be the particular party's information for delivery of notice. Each palty may change its information through written notice in compliance with this section without amending this Agreement. Amendments. a, Regulatory Amendments, Health Plan may, without Provider's consent, immediately amend this Agreement to maintain consistency and/or compliance with any state or federal law, policy, directive, or government sponsored program requirement. b. Non-Regulatory Amendments. Notwithstanding the Regulatory Amendments sestion, Health Plan may otherwise amend this Agleement upon sixty (60) days prior written notice to Provider. If Provider does not deliver to Health Plan a written notice of rejection of the amendment within that sixty (60) day period, the amendment shall be deemed accepted by and shall be binding upon Provider. In the event that the amendment is considered a "material amendment" as defined in RCW 48.39.005, Provider shall have the right to reject the amendment and such rejection will not affect the existing terms of the Agreement. Assignment. Provider may not assign, transfer, subcontract or delegate, in whole or in part, any rights, duties, or obligations under this Agreement without the prior written consent of Health Plan. Subject to the fotegoing, this Agreement is binding upon, and inutes to the benefit of the Health Plan and Provider and their respective successors in interest and assigns. Neither the acquisition of Health Plan nor a change of its legal name shall be deemed an assignment. Dispute Resolution Process. a. Submission of Non-Claims Payment Related Disputes i. Provider shall submit any dispute (other than a dispute relating to Claims Payment, which are subject to Section 2.8(g)) to Health Plan in writing within sixty (60) clays of when the issue arises, ii. Provider shall submit such disputes to the attention of Health Plan's Provider Services Department. b. Ilealth Plan Response fo Non-Claims Payment Related Disputes i. Health Plan shall use best efforts to acknowledge by phone, e-mail or other writing, receipt of a dispute (other than a dispute relating to Claims, which are subject to Section 2.8(g)) within seven (7) business days, ii. Health Plan's decision regarding disputes shall be communicated within sixty (60) days of Health Plan's leceipt cf Provider's written conespondence requesting review. If additional time is required, Health Plan shall communicate this information to Provider within sixty (60) days. iii. Health Plan shall use its best efforts to investigate and resolve disputes within sixty (60) days of Health Plan's receipt of Provider's written correspondence. c. Nonbinding Mcdiation. If Health Plan fails to grant or reject Provider's request for review of a dispute within thirty (30) days after it is received, the Provider may proceed as if the complaint has been rejected. If Provider is dissatisfied with llealth Plan's final resolution of a dispute, Provider may submit the dispute to nonbinding mediation pursuant !o chapter 7.07 RCW. Nonbinding mediation shall not be utilized to adjudicate matters that primarily involve review of Provider's professional competence or professional conduct and shall not be available as amechanism for appeal ofany determinations made as to such matters. Corrective Action, Fair Hearing Plan, and Rcporting to the State of Washington Medical Commisslon and the NPDB. Provider has a procedural right to appeal in the event that Health Plan's peer review committee recommends filing a report to the Washington Medical Commission and the 5.7 5.8 5.9 MHWPROV22,3 MFIWPSA./Revised Jan 2024 Page 15 ol25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-414AD59920A0 NPDB. The appeal right, Fair Hearing process, and the requirement to rcport to the V/ashington Medical Commission and NPDB are described in Health Plan's Fair Hearing Plan. 5.10 Arbitration. Health Plan and Provider agree, as a condition precedent to the commencement of any civil action in any court of competent jurisdiction, to submit to mbitmtion all disputes arising from or rclated to this Agreement and the rendition of services to Members pursuant to this Agreement which are not otherwise resolved pursuant to the processes set forth at Sections 2.8(g) or 5.8; ptovided, however, that arbitration shatl not be utilized to adjudicate matters that primarily involve review of Provider's professional compet€nce or professional conduct, and shall not be available as a mechanism for appeal of any determinations made as to suoh matters. Arbitration shall proceed according to the rules and regulations of JAMS Optional Arbitration Appeal Procedure, then in effect, and shall be conducted in King County, Washington, The arbitrator shall have no authority to awat'd damages or provide a remedy that would not be available to such prevailing party in a court of law, Nor shall the arbitrator have the authority to award punitive damages. The parties recognize that the arbitrator's decision is not binding and that either party may seek judicial remedies following the arbitration of a dispute. The panel of arbitrators shall be selected as follows: one arbitrator shall be designated by Health Plan; one arbitrator shatl be designated by Provider; and the third arbitratorshall be selected by flre arbitrators designated by Provider and Health Plan. Health PIan and Provider shall divide and share equally the cost of arbitration. Each party shall be responsible for its own attorneys' fees, 5.11 Attachments. Each of the Attachments and Exhibits (as selected) and identified below is hereby made a part of this Agreement: EAttachment I - Required Provisions (Health Care Service Plans) EAttachment 2 - Required Provisions (Health Care Authority) EAttachment 3 - Medicare Program Requirements-Health Care Services EAttachment 4- Molina Marketplace - Laws and Govemment Program Requirements EAttachment 5 - Indian Health Care Providers Medicaid/CHIP Provisions lAttachment 6 - Delegated Services Addendum (Version l) lAttachment 6 - Delegated Services Addendum (Version 2) (Facility/HDO) nAttachment 6-A - Information Security & Cybersecurity for Delegated Services XExhibit 1-A Compensation Schedule Medicaid (Version 1) !Exhibit l-A Compensation Schedule Medicaid (Version 2) !Exhibit 1-A Compensation Schedule Medicaid (Version 3) !Exhibit 1-A Compensation Schedule Medicaid (Version 4) lExhibit 1-B Compensation Schedule Medicare (Version 1) trExhibit 1-B Compensation Schedule Medicare (Version 2) lExhibit l-C Compensation Schedule Molina Marketplace (Version l) trExhibit l-C Compensation Schedule Molina Marketplace (Version 2) !Exhibit l-C Compensation Schedule Molina Marketplace (Version 3) nExhibit l-C Compersation Schedule Molina Marketplace (Version 4) trExhibit l-C Compensation Schedule Molina Marketplace (Version 5) trExhibit l-C Compensation Schedule Molina Marketplace (Version 6) 5.12 Conflict with Ilealth Plan Product. Nothing in this Agreement modifies any benefits, terms or conditions conlained in the Member's Health Plan Product. In the event of a conflict between this Agreement and the benefits, terms, and conditions of the Health Plan Product, the benefits, terms or conditions contained in the Member's Health Plan Product shall govern. 5,13 Dxecution in Counterparts trnd Duplicates. This Agreeurent rnay be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument, The Parties agree facsimile signatures, pdfsignatures, photocopied signatures, electronic signatures, or signatures scanned and sent via email will have the same effect as original signatures. MHWPROV22.3 MHWPSAiRevis ed. Jarn 2A4 Page 16 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A6 5.14 Force Mnjeure. Neither Party will be liable or deemed to be in default for any delay or failure to perforrn any duty under this Agreement resulting directly or indirectly, from acts of God, civil or military authority, acts of a public enemy, war, accident, fire, explosion, earthquake, flood, strikes by either Party's employees, ot any other similar cause beyond the reasonable control of such Party if it is determined that such Pafty: (i) used the efforts a reasonable person would during a force majeure event to perform its duties under this Agreement; and (ii) the Party's inability to perform its duties during the force majeurc event is not due to its failure to take measures to protect itself against the force majeure event, 5.15 Expenses. Unless otherwise specifically stated in the Agreement, all costs and expenses incumed in connection with this Agreement will be paid by the Parfy incurring the cost or expense. 5.16 Adjusfments. If a governmental agency imposes a penalty, sanction, or other monetary adjustment or withhold due to Provider'$ non-compliance with this Agreement, Health Plzur will be able to collect the amount imposed on or withheld from Health Plan. Health Plan may collect the amount: (i) by offsetting from amounts due lo Provider; ot (ii) Health Plan may issue a recoupment letter and Provider will remit funds pursuant to the terms of the recoupment letter, If required, such offset or recoupment will be done in amanner that is compliant with Laws and Government Program requirements. This section will sulvive any termination. 5.17 Confidentiality. Any information disclosed by either Party in fulfillment of its obligations under this Agreement, including, but not limited to, health care information, compensation rates, and the terms of the Agreement, will be kept confldential, Information provided to Provider, including, but not lirnited to, Member lists, QI Program, credentialing criteria, compensation rates, and any other administrative protocols or procedures of Health Plan, is the proprietary property of Health Plan and will be kept confidential. Provider will not disclose or release such material to a third party without the written consent of Health Plan. This section will survive any termination. 5.1B Ileadings and Construction. The headings in this Agreement are for reference purposes only and ate not considered a part of this Agreement in construing or interpreting its provisions. It is the Parties' desire that if a provision of this Agreement is determined to be ambiguous, then the rule of construction that such provision is construed against its drafter will not apply to the interpretation of the ambiguous provision, The following rules of construction apply to this Agreemenl (i) the word 'oday" means calendar day unless otherwise specified; (ii) the term "business day" means Monday through Friday, except federal holidays; (iii) all words used in this Agreement will be construed to be of such gender or numbel as circumstances require; (iv) references to specific statutes, regulations, rules or forms, such as CMS-I500, include subsequent amendments or successors to them; ancl (v) references to any government department of agency include any successor departments or agencies. MTIWPROV22.3 MI-lWPSA./Revis ad Ja:n 2024 Page l7 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920AG ATTACHMENT 1 REQUIRED PROVTSIONS (HEALTH CARE SERVICE PLANS) This attachment sets forth applicable State Laws or other provisions necessary to reflect compliance with State Laws, This attachrnent will be automatically modified to conform to subsequent changes to Law. Ail provisions of the Agreement not specifically modified by this attachment remain unchanged and will control. In the event of a conflict betwoen this attachment and any other provision in the Agreement, tho provisions in this attachment will control. Capitalized terms used in this attachment will have the same meaning ascribed to them in the Agreement unless otherwise set forth in this attachment, Any purported modification or any provision in this attachment that is inconsistent with Law will not be effective and will be interpreted in a mannet that is consistent with the applicable Law. For the avoidance of doubt, this attachment does not apply to the Medicare Product or the Medicare-Medicaid Product to the extent such Products are preempted by Federal Law. 1, Provider hereby agrees that in no event, including, but not limited to nonpayment by Health Plan, Health Plan's insolvency, or breach of this Agreement shall Provider bill, charge, collect a deposit from, seek compensation, lemunsration, or reimbursement from, or have any recourse against a Member or person aoting on their behalfl other than Health Plan, for services provided pursuant to this Agreement. This pr.ovision shall not prohibit collection ofdeductibles, co-payments, coinsurance, and/or noncovered iervices, which have not otherwise been paid by a primary or secondaty cart'ier in accordance with regulatory standards tbr coordination of benefits, from Members in accordance with the terms of the Member's health prograur, 2, Provider agrees, in the event of Health Plan's insolvency, to continue to provide the services promised in this Agreement to Members of Heallh Plan for the duration of the period for which premiums on behalf of the Member were paid to Health Plan or until the Members discharge from inpatient facilities, whichever time is greater. 3. Notwithstanding any other provision of this Agreement, nothing in this Ageement shall be construed to modify the rights and benefits contained in the Members health program. 4. Provider may not bill the Member for Covered Services (except for deductibles, co-payments, or coinsurance) wliere Health Plan denies payments because Provider has failed to comply with the tenns or conditions of this Agreement, 5. Provider further agrees (i) that the provisions of (1), (2), (3), and (a) of this Attachment shall survive termination of this Agreement regardless of tlre cause giving rise to termination and shall be consttued to be for the benefit of Members, and (ii) that this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Provider and Members or persons acting on their behalf. 6. If Provider contracts with other providers or facilities who agree to provide Covered Services to Members of Health Plan with ttre expectation of receiving payment directly or indirectly from Flealth Plan, such providers or facilities must agree to abide by the provisions of (1), (2), (3), (4), (5)' (7), (1 i) and (l 2) of this Attachment. 1. Willfully collecting or attempting to collect an amount from a Member knowing that collection to be in violation of this Agreement constitutes a class C felony under RCW 48.80.030 (5) & (6). 8. Health PIan will provide Provider not less than sixty (60) days' notice of changes that affect Provider's compensation and that affect health care service delivery unless ohanges to federal or state law or regulations malce such advance notice impossible, in which case notice shall be provided as soon as possible. Subject to any termination and continuity of care provisions of the conhact, Provider may terminate the contract witlrout penalty if the Provider cloes not agree with the changes. No change to this Agreement may be made retroactive without the express consent of Provider. g, Health Plan does not preclude or discourage Provider from informing Members of the care they requirq inclucling various treatment options, and whether in their view suoh care is consistent with medical MHWPROV22.3 MFIWPSA/Revised Jan 2024 Page 18 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A0 10. neoessity, medical appropriateness, or otherwise covered by the patient's seryice agreement with Health Plan. Health Plan will not prohibit, discourage, or penalize Provider if otherwise practicing in compliance withthe law from advocating on behalf of a Member with Health Plan. Members are free to contract at any time to oblain any health care services outside their Health Plan on any terms or conditions the Menrbers ohoose. Nothing in this section shall be construed to authorize Provider to bind Health Plan to pay for any service. Health Plan does not preclude or discourage Member or those paying for their covetage from discussing the comparative merits of different health camiers with Provider. This prohibition specifically includes prohibiting or limiting Providers participating in those discussions evon if ct'itical of a Health Plan. Plovider will make health records available to appropriate state ancl federal authorities involved in assessing the quality of care or investigating complaints, gtievances, appeals or review of any adverse benefit determinations of Members subject to applicable state and federal laws related to the confidentiality of medical or health records. Provider is required to cooperate with audit reviews of oncounter dalain relatlon to the administration of Health Plan risk adjustment and reinsurance programs. Provider shall furnish Covered Services to Members without regard to the Members enrollment in Health Plan as a private purchaser ofthe plan or as a participant in publicly flnanced programs ofhealth care seryices. This requirement does not apply to circumstances when Provider should not render services clue to limitations arising from lack of training, experience, skill, or licensing restrictions. Provider rnay, in good faith, report to state or federal authorities any act or practice by Health Plan that jeopardizes Member health or weltare or that may violate state or federal law. Terms and Conditions of Payment a. For Covered Services provided to Members, Health Plan shall pay Provider, and Provider shall pay any of its subcontractors, as soon as practical but subject to the following minimum standards including any applicable federal regulations (i.e.42 CFR 422.520(b)): i. Ninety-five (95%) percent of the monthly volume of Clean Claims shall be paid within thirty (30) days of receipt by Health Plan or Health Plan's agentl ii. Ninety-five percent (9570) of the monthly volume of all Claims shall be paid or denied within sixty (60) days of receipt by Health Plan or Health Plan's agent; iii. Nine ty-nine percent (99%) of the monthly volume of Clean Claims shall be paid within ninety (90) calendar days of receipt, except as agreed to in writing by the parties on a Claim-by-Claim basis. b. A Claim is a bili for services, a line item of service or all services for one Member within a bill. c. The date of receipt of a Claim is the date Health Plan or Health Plan's agent reoeives either written or electronic notice of the Claim. d. The date of payment is the date of the check or other form of payment. e. Health Plan shall establish a reasonable method for confirming receipt of Claims anrl responding to Provider inquities about Claims. f. For those State products/programs covered by the Washington Administrative Code (WAC), failure of Flealth PIan to abide by the tirnely Claims payment standards delineated in WAC 284-170-431Q) shall result in a requirement to pay interest on undenied and unpaid Clean Claims more than sixty-one days old until Health PIan meets the standards under that subsection. 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, I-Iealth Plan shall add the interest payable to the amount of the unpaid claim without the necessity of Provider submitting an additional claim, g, When Health Plan issues payment in Provider's name and the Member's name, Health Plan shall make Claim checks payable in the name of the Provider first and the Member second. 1l 12. 13, 14, MFIWPROV22.3 MIMPSA,/Rev is ed J an 2024 Page l9 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A6 15 h. These standards do not apply to Claims about which there is substantial evidence of fraud or misrepresentation by Prcviders, facilities or Members, or instances where Health Plan has not been granted reasonable aocess to information under Providerns control' i. Health PIan and Plovider are not required to comply with these tetms and conditions of payment if the failure to comply is occasioned by any act of God, bankruptcy, act of a governmental authority responding to an act of God or other emergency, or the result of a strike, lockout, or other labor dispute. Notwithstanding any other provision of this Agreement, Provider is not required to grant Health Plan access to health information and other similar records unrelated to Members, This provision shall not limit Health Plan's right to ask for and receive information relating to the ability of Provider or facility to deliver health care services that meet the accepted standards of medisal care prevalent in the community, Notwithstanding any other provision of this Agreement, any access Provider must graut Health Plan to medioal records for audit purposes must be limited to only that necessary to perform the audit. Provider maintains a reciprocal right to audit Health Plan's denials of Provider's Claims when Health Plan audits Provider's Claims. In the event Provider participates in Health Plan's Medicare Programs, the following provisions shall apply: a, Provider shall make all of its "Relevant Records" available for inspeotion, examination and copying by all federal and state agencies with regulatory authority over the subject matter of this Agreement, Provider shall permit such inspection at Provider's place of business and at all reasonable times. o'Relevant Records" shall mean all books and records of Provider related directly or indirectly to the goods and services furnished under the terms of this Agreement. Provider shall nraintain such Relevant Records for the period of time required by applicable federal and state statutes, but in no event less than ten (10) years. This provision shall survive termination of the Agreement. (42 CFR 422.s04(e)(2),422.504(e)(3>,422.s04(e)(4),and422^s04(ix2xii). b. Provider shall comply with the confidentiality and enrollee record accuracy requirements set forth in 42 CFR 422.118, (42 CFR a22.s0a@)(3)). c. Provider agrees that under no circumstance shall a subscriber or eruollee in Health Plan's Medicare Programs be liable to the Provider for any sums owed by Health Plan to Provider. (42 CFR a22.s04(s)(1Xi) and 42 CFR 422.s04(D(3Xi)). d. If Provider is delegated any of the activities or functions of Health Plan as required in its contract with CMS, Provider agrees to comply with all applicable contractual provisions in the same manner as if Provider had executed such contract with CMS directly, The activities or functions clelegated to Provider are set forth in the Agreement. In the event CMS or Health Plan determines, in its sole discretion, that Provider has not performed the delegated activities or functions satisfactorily, the delegated activities shall be revolced upon not less than five (5) days prior wdtten notice. The performance of such delegated activities shall be monitored by Health Plan on an ongoing basis, and Provider shall cooperate with all reasonable requests made by Health Plan in order to accomplish such monitoring. If Provider is delegated credentialing activities, Provider's credentialing process will be reviewed and approved by Health Plan, and sucli credentialing process will be audited by Health Plan on an ongoing basis; further, Provider agrees that its credentialing process will comply with all app I icable NCQA standards. (42 CFR 422. 5 04 (ix3xiii) and 422.504(D(4)). e. Provider agrees that any services it performs will be consistent with and comply with Health Plan's contractual obligations with CMS, (42 CFR 422,504(iX1) and 422.504(iX3XiiD). tl In the event of termination of this Agreement or Health Plan's insolvency, Provider agrees to comply with the continuation of benefits provisions included in the Provider Manual. (42 CFR a22s\a@)QD. 16. 17 18 M[{WPROV22.3 MHWPSA,/Revis ed lan 2024 Page 20 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A0 19. Upon termination of this Agreement without cause, Provider will continue to render Covered Services to Members until the earliest of the following: (1) the date Covered Services being rendered to Member by Provider arc oompleted or medically appropriate provisions have been made by Health Plan for another provider to assume responsibility for providing such Covered Sewices; or (2) sixty (60) days following notice to the Member of Provider's contract termination. The provision of such Covered Seryices and the reimbursement to Provider for such Covered Services shall be subject to all applicable terms of this Agreement on the same basis as Covered Services provided during the term of this Agreement. Provider will satisfy and be in compliance with all of the requirements in WAC 284-170-421(5). Provider will ensure that all of its subcontractors witl satisfy and be in compliance with all of the requirements in WAC 284-170-421(5>. Telemedicine Services. i. Pursuant to RCW 48.43.135(8) and its irnplementing rcgulations, if Provider intends to bill a Member or Health Plan for an audio-only telemedicine service, Provider must obtain Member consent for the billing in advance ofservice being delivered. ii, Beginning January 1,2023, Provider must have an established relationship with the Member to be eligible for reimbursement for audio-only telemedicine (RCW 48,43.735). iii. "Established Relationship" means the provider providing audio-only telemedicine has access to sufflcient health records to ensure safq effective, and appropriate care services and: (A) The Member has had, within the past three years, at least one in-person appointment, or at teast one real-time interactive appointment using both audio and video technology, with the provider providing audio-only telemedioine or with a provider employed at the same medical group, at the same clinic, or by the same integrated delivery systern operated by a carrier licensed under chapter 48.44 or 48.46 RCW as the provider providing audio-only telemedicinei ot (B) The Member was referred to the provider providing audio-only telemedicine by another provider who has had, within the past three years, at least one in-person appointment, or at least one real- time interactive appointment using both atrdio and video technology, with the Member and has provided relevant medical informalion to the provider providing audio-only telemedicine. Drug Utilization Review. Health Plan maintains documented drug utilization rnanagement criteria to align with RCW 48.43,42A and WAC 284-43-2020(2) and can be found on Health Plan's website, http_s://wr:vw.molinamarketplace.com/m?rketplace/wa/en-us/Providels/Drug-List. 2A 2L 22 23 MHWpROV22.3 MHWPSA/Revised Jan 2024 Page 2 I of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD5992046 ATTACHMENT2 REQUIRED PROVISIONS (Ilenlth Care Authority) This attachment sets forth applicable Laws and Governrnent Program Requirements, or other provisions necessary to reflect compliance for the Medicaid Products. This attachment will be automatically modified to conform to subsequent changes to Laws or Governmsnt Program Requirements. All provisions of the Agreement not specifically modified by this attachment remain unchanged and will control. In the event of a conflict between this attachment and any other provision in tlre Agreement, the provisions in this attashment will contlol for the Medicaid Products. Capitalized terms used in this attachment will have the same meaning ascribed to them in the Agreement unless otherwise set forth in this attachment. Any purported modification or atry provision in this attachment that is inconsistent with a Law or Government Program Requirement will not be effective and will be interpreted in a marurer that is consistent with the applicable Law and Government Program Requirement, This attachnnent only applies to Medicaid Products. l, Provider shall provide reasonable access to facilities and financial and medical records, computers or other electronic systems where Medicaid-related activities or work is conducted at any time, for duly authorized representatives of the CMS, HCA, Department of Social & Health Services ("DSHS") or the Department of Heatth & Human Services ("DHHS") for audit purposes and immediate access for Medicaid fraud investigators. The Provider must comply with behavioral health supplemental data reporting requirements, including the requirements outlined in SERI zurd the Behavioral Health Data Guide (BHDG). The BHDG describes the content ofthe supplemental data for each transaction, requirements for frequency ofreporting, required data fields, valid values for data fields, and tirneliness reporting guidelines. Z. Provider shatl completely and accurately report encounter data to Health Plan, Provider shall have the capacity to submit all required data to enable Health Plan to meet the requirements in the Encounter Data Transaction Guide published by FICA. 3. Plovider shall comply with Health Plan's fraud and abuse policies and procedures. Provider shall permit the State of Washington, including HCA, the Medicaid Fraud Control Division ("MFCD") and State auditor, and federal agencies, including but not limited to: CMS, Government Accountabilify Office, Office of Management and Budget, Office of the Inspector General, Comptroller General, and their designees to access, inspect, evaluate, and audit any records, books, contracts, documents, computers or other electronic systems of Provider, at any time, and shall permit inspection of the premises, physical facilities, equipment, books, records, contracts, computers, or other electronic systems where Medicaid-related activities or work is conducted, at any time. 4. As applicable, Provider shall adhere to the WISe (Wraparound with Intensive Services) Manual and participate in all WlSe-related quality activities. 5. Provider shall not assign this Agreement without HCA's written agreement. 6, Provider shall comply with any term or sondition of Health Plan's contracls with HCA that is applicable to the services to be performed by Provider. 7, Provider shall accept payment from the I{ealth Plan as payment in full and shall not request payment t}om HCA or any enrollee for Covered Services performed under this Agreement, 8, Provider agrees to hold harmless HCA and its employees, CMS and its employees, and all enrollees served under the terms of this Agreement in the event of non-payment by Health Plan. Provider further agrees to indemniff and hold harmless HCA and its employees against all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and expenses which may in any manner af,crue against HCA or its employees through the intentional misconduct, negligence, or omission of Provider, its agents, officers, emptoyees or contractors. g, Provider agrees to comply with the HCA appointment wait time standards. Provider agl'ees to Flealth Plan's regular monitoring of timely access to Provider's services, and agrees to corrective action up to and including temination for cause in the event that Provider fails to comply with the appointment wait time standards, MTIWPROV22.3 MIIWPSA,/Revised Jan 2024 Paga22 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD59920A6 10. Provider shall assure that ali sterilizations and hysterectomies performed under this Agreement are in compliance with 42 CFR 441 Subpart F, and that the Sterilization Consent Form (D$HS l3-364(x)) or its equivalent is used. 11. Provider shall make reasonable accommodation for enrollees with disabilities, in accord with the Americans with Disabilities Act, for all Covered Services and shall assure physical and communication barriers shall not inhibit eruollees with disabilities from obtaining Covered Services. 12. Provider shall comply with all Program Integrity provisions, including, but not limited to the Washington Medicaid Contract and the following regulations: Sections 1902(a)(68) and 1128J(d) of the Social Security Act,42 C.F.R. $ 438.608 , 42 C.F.R. g 455,42 C.F,R. $ 1000 through 1008, and Chapter 182-502A WAC, and Chapters 74.09 and 74.66 RCW and as documented in Health Plan Provider Manual and as set forth by 42 CFR 438.608 and the Health Plan's contracts with HCA. 13. Provider shall comply with Patient ldentifying Information from an alcohol or drug abuse "program", as defined in 42 C.F.R. g2.ll, that is federally assisted in the manner desuibed in 42 C.F.R. $2.12(b), then it is fully bound by the federal regulations governing Confidentiality of Alcohol and Drug Abuse Patient Records, 42 C.F.R. Part2,with respect to such information and records, including but not limited to the duty to resist injudicial proceedings any efforts to obtain access to such information or records, other than as permitted by law 14. Provider warrants and represents that it has not been convictecl of crimes as specified in Section 1128 of the Social Security Lct(42 U.S.C. 7320a-7), excluded from participation in the Medicare or Medicaid program, assessed acivil ponalty undor the provisions ofSection I 128, entered into a contractual relationship with an entity convicted of a crime specified in Section 1128, or taken any other action that would prohibit it from participation in Medicaid and/or state health care programs. 15. Behavioral Healttr Services. lfProvider provides behavioral health services, Provider must: a. Hold all necessary licenses, certifications, and/or permits as required by law for the performance of the activity to be performed under this Agreement, b. Notify the l{ealth Plan in the event of a change in status of any required license or certification. c. Use the Global Appraisal of Individual Needs-Short Screener ("GAIN-SS") and assessment process that includes use of the quadrant placement. i. Failure to implement and maintain the Integrated Co-Occuming Disorder Screening and Assessment process shall result in corrective action. ii. If the results of the GAIN-SS are indicative of the presence of a co-occurring disorder, this information must be considered in the development of the treatment plan including appropriate referrals. 16, As applicable, Provider shall ensure that all written information provided to Members or potential Members is: acourate, not misleading, comprehensible to its intended audiencg designed to provide the greatest degr.ee of understanding, written at the sixth (6) grade reading level, provided in a font size no smaller than 12 poinl, and futlills other requirements of the Contract as may be applicable to the materials. Molina must have the written approval of HCA priof to use, as required by the Washington Medicaid Contract (42 CFR 438.10(dX6). 17, As applicable, for Members who have primary health insurance, benefits available under the Washington Medicaid Contract shall be secondary to any other medical coverage, in accordance with applicable state and federal law. Provider shall not refuse or reduce services provided under the Washington Medicaid Contract solety due to the existence of similar benefrts provided under any other health cate contracts. Health Plan shall pay preventive pediatric care, and serryices covered under BPSDT, including Applied Behavior Analysis treatment services and medically intensive children's program services, and then seek reimbursement from third parties (42 CFR 433.139(bX3), 42 USC 1396(a)(25), RCW 41.05A'005). 18. As applicable, Provider shall not directly or indirectly conduct door-to-door telephonic, or other cold-call marketing of enrollment (42 CFR 43 L i0a(bXl )(v)). MrrwPRov22.3 MIIWPSA,/Revised Jan 2024 Page 23 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-414AD59920A0 19. Health Plan shall provide to Provider required information on the grievance and appeal system (42 C.F.R. $ 438.414 and 42 C.F.R. $ 438.1O(gxl)). This information shall include the toll-free numbers to file oral Grievances and Appeals, the availability of assistance in filing a Grievance or Appeal, including informing the Bnrollee about Ombuds services and how to access these services, the Member's right to request continuation of Medicaid benefits during an appoal or hearing and, if the Health Plan's Adverse Benefit Determination is upheld, that the Member may be responsible to pay for the cost of the benefits received for the first sixty (60) calendar days after the appeal or hearing request was received, the Member's right to file Grievances and Appeals and their requilements and timeframes for filing, the Member's right to a hearing, how to obtain a hearing, and representation rules at a hearing, The Provider may file a Grievance or request an adjudicative proceeding on behalf of a Member. Health Plan and Provider shall retain as applicable, Member Grievance and Appeal records pursuant to 42 CFR $ 438.416, base data pursuant to 42 CFR $ 438.5(c), Medicaid Loss Ration repofts pursuant to 42 CFR $ 438,8(k), and the data, information, and documentation specified in 42 CFR $ 438.605, 438.606, 438.608, and 438,610 for a period of no less than ten (10) years, 20. Provider shall have and maintain insurnnce appropriate to the services to be performed and shall make copies of Provider's Certificates of Insurance available to Health Plan if requested, 21. If Provider is at financial rislc, as defined in the Washington Medicaid Contract, Health Plan will establish, enforce and monitor solvency requirements, and Provider shall comply with such requirements. 22. As applicable, Members have the right to self-refer for certain services to participating or nonparticipating local health departments and participating or nonparticipating family planning clinics paid through separate arrangements with the state of Washington. The services to which Members may self-refer are: 1 - family planning services and supplies, and sexually transmitted disease screening and treatment services provided at parlicipating or non-participating providers, including but not limited to family planning agencies, such as Planned Parenthood, 2 - immunizations, sexually-transmitted disease screening and follow up, HIV screening, tuberculosis screening and follow up, and family planning services through ald if provided by a looal health department, 3 - immunizations, sexually transmitted disease screening, family planning and behavioml healthservices through and ifprovided by a school-based health center,4 - all services received by American Indian or AlaskaNative Membem at an IHCP, and 5 - crisis response services, including crisis intervention, crisis respite, investigation and detention services; and evaluation and treatment services. Self-referrals can also be made for assessment and intake for behavioral health setvices. 23, Provider shall disclose the following to Health Plan upon contract execution, upon request during the re- validation of enrollment process, and within thirty-five (35) business days after any change in ownership of Provider: the name and address of any person (individual or corporation) with an ownership or control interest in Provider; if Provider is a corporate entity, the disclosure must include prirnary business address, every business location, and P,O. Box address; if Provider has corporate ownetship, the tax identification number of the corporate owner(s); if Provider is an individual, date of birth and Social Security Number; if Provider has a 5 percent ownership interest in any of its subcontractors, the tax identification number of the subcontractor(s); whether any person with an ownership or control interesl in Provider is related by mariage or blood as a spouse, parent, child, or sibling to any other person with an ownership or control interest in Provider; if Provider has a 5 pel'cent ownership interest in any of its subcontractors, whether any person with an ownership or control interest in such subcontractor is related by mariage or blood as a spouse, parent, child, or sibling to any other person with an ownership or control interest in Provider; and whether any person with an ownership or control interest in Provider also has an ownership or control interest in any Managed Care entity, 24. As applicable, Provider shall ensure interpreter setvices are provided fiee ofcharge for Enrollees and Potential Enrollees with a primary language other than English or those who are Deaf, DeafBlind, or Hard of Hearing. This includes oral interpretation, Sign Language (SL), and the use of Auxiliary Aids and Services as defined in this Contracl(42 C.F.R. 438.10(dX4)). Interpreter services, provided by certified interpreters, shall be provided for all interactions between such Bnrollees or Potential Enrollees and Health Plan, or Provider, or any of its providerc, including but not limited to customer service, all interactions with any provider fgr any covered service, Emergency Services and all steps necessary to file Grievances and Appeals including requests for Independent Review of Health Plan decisions. MHWPROV22.3 MHWPSA/Reviscd Jan 2024 Pagc 24 of 25 Docusign Envelope lD: 7 4E827 C5-FAB8-8084-827C-41 4AD59920A6 25, This Agreement does not terrninate Health Plan's legal responsibility to HCA for any work performed under the Washington Medicaid Contract nor for oversight of any functions and/or responsibilities Health Plan delegates to Provider. 26. The Health Plan and its subcontractors shall forthwith produce all records, documents, or other data requested as part of such inspection, review, audit, investigation, monitoring, or evaluation If the requesting agency asks for copies ofrecords, docurnents, orother data, the Health Plan and its subcontractors shall ma[<e copies of records and shall deliver them to the requestor, within thirty (30) calendar days of request, or any shorter timeframe as authorized by law or court ordet. Copies of records and documents shall be made at no cost to the requesting agency, (42 C,F.R, $ a55.21(aX2); 42 C.F.R, $ 431,107(bX2)). The right for the parties named above to audit, access, and inspect under this Section exists for ten (10) years from the final date of the contract period or from the date of cornpletion of any audit, whichever is later, or any other timeframe authorized by law. (42 C.F.R. $ 438.3(h)). 27. As applicable, Health Plan and its subcontractor$ are required to comply with chapter 71.32 RCW (Mental Health Advance Directives). 28. Provider shall agree to subrogate, to the state of Washington for all criminal, civil and administrative action recoveries undertaken by any government entity, including, but not limited to, all claims the Contractor or subcontractor has or may have against any entity or individual that directly or indirectly receives funds under this Contract including, but not limited to, any Health Care Provider, manufactul'er, wholesale or retail srrpplier, sales representative, laboratory, or other provider in the design, manufacttre, marketing, pricing, or quality of drugs, pharmaceuticals, medical supplies, medical devicesn Medical Equipmenl or other health sare related products or services. 29. Provider agrees to Release to Health Plan any information that is necessary for Health Plan to perform any of its obligations under the HCA Contract. 30. As applicable, Health Plan may not prohibit a Provider acting within their lawful scope of practice from advising or advocating on behalf of a Member who is their patient for atry information the Member needs to decide among all relevant trcatment options. 3 L ,Provider shall investigate and disclose to Health Plan at contract execution or renewal, and upon request by Health Plan, the identity of airy person who has been convicted of a criminal off'ense related to that person's involvement in any program under Medicare, Medicaid, or the title XX services program since the inception of those programs and who is a person who has an ownership or contt'ol intercst in Provider, an agent or person who has been delegated the authorify to obligate or act on behalfofProvider, or an agent, managing employee, geneml manager, business manager, administraior, director, or other inclividual who exercises operational or managerial control over, or who directly or indireotly conducts the day-to-day operation of Provider pursuant to 42 C.F.R. $ 455.106(a) arul $ 455,101. 32, If Provider is also a home health agency, Provider shall be in compliance with the surcty bond requirements of Section 4312(b) of the Balanced Budget Ac[ of 1997 and 42 C.F.R. $ 441.16. 33. Provider agr€ement shall be in writing and be consistent with the provisions of 42 C.F.R. $ 434.6, $ 438.230 and g 438.214, as applicable and shall identif services to be petfornied by Provider, If Hoalth Plan allows Provider to further subcontract, all requirements under the HCA contract must be propagated to any other lower tiered subcontraots. 34. Provider agrees to allow a process for monitoring the Provider's performance and a periodic schedule for formally evaluating performance, consistent with industry standards or state managed care laws and rcgulations. Provider agrees the Health Plan may conduct compliance reviews when the l-Iealth Plan has identified deficiencies or areas rrcquiring improvement and provide for corective action. Provider shall provide I-Iealth Plan with reports sufficient to show that Provider has complied with atl data submission requirements established by HCA for all services funded by HCA under this Agreement. MHWPROV22.3 MHWPSA/Rcvised J ar 2024 Page 25 of25 Docusign Envelope lD: 7 4E827C5-FAB8-8084-827C-41 4AD5992040 IXHIBIT 1-A Compensation Schcdule-Standard - Medicaid (Version 1) Health Plan agrees to cornpensate Provider for Clean Claims for Covered Services rendered to Members, in accordance with Health Plan's prograrns partioipation, on a fee-for-services basis, at the lesser of; (i) Provider's billed charges, or (ii) the amounts set forth below, less any applicable Member co-payments, deductibles, co- insurance, or amounts paid or to be paid by other liable third parties, if anyl Covered Servic€s shall be paid at one hundred percent (100%) ofthe prevailing local and geographically adjusted State of Washington Medicaid Fee-For-Service Program fee schedule in effect on the date of service. If there is no payment rate in the State of Washington Medicaid Fee-For'-Service Program fee schedule as of the date of service, payment shall be at one hundred perrcent (l00yo) of the prevailing Medicare Fee-For-Service Program fee schedule, in effect on the date ofservice. If there is no payment rate achieved in the above methodologies, reimbursement shall be paid at frfty percent (50%) of billed charges. MI-|WPROV.CS22.3 Comp Schcdule/$ apI 2024 Pagc I of I