doczyai-pipelines/streamlit/SOURCE_DOCUMENTS/ICMProviderAgreement_BalancedMindCounselingCenter_217525_6.txt

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PARTICIPATING PROVIDER AGREEMENT
This Participating Provider Agreement (together with all Attachments and amendments, this "Agreement")
is made and entered by and between BALANCED MIND COUNSELING CENTER LLC ("Provider") and Delaware
First Health, Inc. ("Health Plan") (each a "Party" and collectively the "Parties"). This Agreement is effective as of
the date designated by Health Plan on the signature page of this Agreement ("Effective Date").
WHEREAS, Provider desires to provide certain health care services to individuals in products offered by or
available from or through a Company or Payor (as hereafter defined), and Provider desires to participate in such
products as a Participating Provider (as defined herein), all as hereinafter set forth.
WHEREAS, Health Plan desires for Provider to provide such health care services to individuals in such
products, and Health Plan desires to have Provider participate in certain of such products as a Participating Provider,
all as hereinafter set forth.
NOW, THEREFORE, in consideration of the recitals and mutual promises herein stated, the Parties hereby
agree to the provisions set forth below.
ARTICLE I - DEFINITIONS
When appearing with initial capital letters in this Agreement (including an Attachment(s)), the following
quoted and underlined terms (and the plural thereof, when appropriate) have the meanings set forth below.
1.1.
"Affiliate" means a person or entity directly or indirectly controlling, controlled by, or under
common control with Health Plan.
1.2.
"Attachment" means any document, including an addendum, schedule or exhibit, attached to this
Agreement as of the Effective Date or that becomes attached pursuant to Section 2.2 or Section 8.7, all of which are
incorporated herein by reference and may be amended from time to time as provided in this Agreement.
1.3.
"Clean Claim" has, as to each particular Product, the meaning set forth in the applicable Product
Attachment or, if no such definition exists, the Provider Manual.
1.4.
"Company" means (collectively or individually, as appropriate in the context) Health Plan and/or
one or more of its Affiliates, except those specifically excluded by Health Plan.
1.5.
"Compensation Schedule" means at any given time the then effective schedule(s) of maximum rates
applicable to a particular Product under which Provider and Contracted Providers will be compensated for the
provision of Covered Services to Covered Persons. Such Compensation Schedule(s) will be set forth or described in
one or more Attachments to this Agreement, and may be included within a Product Attachment.
1.6.
"Contracted Provider" means a physician, hospital, health care professional or any other provider of
items or services that is employed by or has a contractual relationship with Provider and that provides Covered
Services. The term "Contracted Provider" includes Provider for those Covered Services provided by Provider.
1.7.
"Coverage Agreement" means any agreement, program or certificate entered into, issued or agreed
to by Company or Payor, under which Company or Payor furnishes administrative services or other services in
support of a health care program for an individual or group of individuals, and which may include access to one or
more of Company's provider networks or vendor arrangements, except those excluded by Health Plan.
1.8.
"Covered Person" means any individual entitled to receive Covered Services pursuant to the terms
of a Coverage Agreement.
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1.9.
"Covered Services" means those services and items for which benefits are available and payable
under the applicable Coverage Agreement and which are determined, if applicable, to be Medically Necessary under
the applicable Coverage Agreement.
1.10.
"Medically Necessary" or "Medical Necessity" shall have the meaning defined in the applicable
Coverage Agreement or applicable Regulatory Requirements.
1.11. "Participating Provider" means, with respect to a particular Product, any physician, hospital,
ancillary, or other health care provider that has contracted, directly or indirectly, with Health Plan to provide Covered
Services to Covered Persons, that has been approved for participation by Company, and that is designated by
Company as a "participating provider" in such Product.
1.12.
"Payor" means the entity (including Company where applicable) that bears direct financial
responsibility for paying from its own funds, without reimbursement from another entity, the cost of Covered Services
rendered to Covered Persons under a Coverage Agreement and, if such entity is not Company, such entity contracts,
directly or indirectly, with Company for the provision of certain administrative or other services with respect to such
Coverage Agreement.
1.13.
"Payor Contract" means the contract with a Payor, pursuant to which Company furnishes
administrative services or other services in support of the Coverage Agreements entered into, issued or agreed to by
a Payor, which services may include access to one or more of Company's provider networks or vendor arrangements,
except those excluded by Health Plan. The term "Payor Contract" includes Company's or other Payor's contract
with a governmental authority (also referred to herein as a "Governmental Contract") under which Company or Payor
arranges for the provision of Covered Services to Covered Persons.
1.14.
"Product" means any program or health benefit arrangement designated as a "product" by Health
Plan (e.g., Health Plan Product, Medicaid Product, PPO Product, Payor-specific Product, etc.) that is now or hereafter
offered by or available from or through Company (and includes the Coverage Agreements that access, or are issued
or entered into in connection with such product, except those excluded by Health Plan).
1.15.
"Product Attachment" means an Attachment setting forth requirements, terms and conditions specific
or applicable to one or more Products, including certain provisions that must be included in a provider agreement
under the Regulatory Requirements, which may be alternatives to, or in addition to, the requirements, terms and
conditions set forth in this Agreement or the Provider Manual.
1.16. "Provider Manual" means the provider manual and any billing manuals, adopted by Company or
Payor which include, without limitation, requirements relating to utilization management, quality management,
grievances and appeals, and Product-specific, Payor-specific and State-specific requirements, as may be amended
from time to time by Company or Payor.
1.17.
"Regulatory Requirements" means all applicable federal and state statutes, regulations, regulatory
guidance, judicial or administrative rulings, requirements of Governmental Contracts and standards and requirements
of any accrediting or certifying organization, including, but not limited to, the requirements set forth in a Product
Attachment.
1.18.
"State" is defined as the state identified in the applicable Attachment.
ARTICLE II - PRODUCTS AND SERVICES
2.1.
Contracted Providers. Provider shall, and shall cause each Contracted Provider, to comply with and
abide by the agreements, representations, warranties, acknowledgements, certifications, terms and conditions of this
Agreement (including the provisions of Schedule A that are applicable to Provider, a Contracted Provider, or their
services, and any other Attachments), and the Provider Manual, and fulfill all of the duties, responsibilities and
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obligations imposed on Provider and Contracted Providers under this Agreement (including each Attachment), and
the Provider Manual.
2.2.
Participation in Products. Subject to the other provisions of this Agreement, each Contracted
Provider may be identified as a Participating Provider in each Product identified in a Product Attachment designated
on Schedule B of this Agreement or added to this Agreement in accordance with Section 2.2 hereof.
2.2.1.
Provider shall, at all times during the term of this Agreement, require each of its Contracted
Providers to, subject to Company's approval, participate as Participating Providers in each Product identified in a
Product Attachment that is designated on Schedule B to this Agreement or added to this Agreement in accordance
with Section 2.2 hereof.
2.2.2. A Contracted Provider may only identify itself as a Participating Provider for those Products
in which the Contracted Provider actually participates as provided in this Agreement. Provider acknowledges that
Company or Payor may have, develop or contract to develop various Products or provider networks that have a variety
of provider panels, program components and other requirements. No Company or Payor warrants or guarantees that
any Contracted Provider: (i) will participate in all or a minimum number of provider panels, (ii) will be utilized by a
minimum number of Covered Persons, or (iii) will indefinitely remain a Participating Provider or member of the
provider panel for a particular network or Product.
2.2.3. Provider shall provide Health Plan with the information listed on Schedule C entitled
"Information for Contracted Providers" for itself and the Contracted Providers as of the Effective Date. Provider
shall provide Health Plan, from time to time or on a periodic basis as requested by Health Plan, with a complete and
accurate list of Information for Contracted Providers and such other information as mutually agreed upon by the
Parties, and shall provide Health Plan with a list of modifications to such list at least 30 days prior to the effective
date of such changes, when possible. Provider shall provide such lists in a manner and format mutually acceptable
to the Parties.
2.2.4. Provider may add new providers to this Agreement as Contracted Providers. In such case,
Provider shall provide written notice to Health Plan of the prospective addition(s), and shall use best efforts to provide
such notice at least 60 days in advance of such addition. Provider shall maintain written agreements with each of its
Contracted Providers (other than Provider) that require the Contracted Providers to comply with the terms and
conditions of this Agreement and that address and comply with the Regulatory Requirements.
2.2.5. If Company desires to add one or more Contracted Providers to an additional Product,
Company or Payor, as applicable, will provide advance written notice (electronic or paper) thereof to Provider, along
with the applicable Product Attachment and the new Compensation Schedule, if any. The applicable Contracted
Providers will not be designated as Participating Providers in such additional Product if Provider opts out of such
additional Product by giving Company or Payor, as applicable, written notice of its decision to opt-out within 30 days
of Company's or Payor's, as applicable, giving of written notice. If Provider timely provides such opt-out notice, the
applicable Contracted Providers will not be considered Participating Providers in such Product. If Provider does not
timely provide such opt-out notice, then each applicable Contracted Provider shall be a Participating Provider in such
additional Product on the terms and conditions set forth in this Agreement and the applicable Product Attachment.
2.3.
Covered Services. Each Contracted Provider shall provide Covered Services described or referenced
in the applicable Product Attachment(s) to Covered Persons in those Products in which the Contracted Provider is a
Participating Provider, in accordance with this Agreement. Each Contracted Provider shall provide Covered Services
to Covered Persons with the same degree of care and skill as customarily provided to patients who are not Covered
Persons, within the scope of the Contracted Provider's license and in accordance with generally accepted standards
of the Contracted Provider's practice and business and in accordance with the provisions of this Agreement, the
Provider Manual, and Regulatory Requirements.
2.4.
Provider Manual; Policies and Procedures. Provider and Contracted Providers shall at all times
cooperate and comply with the requirements, policies, programs and procedures ("Policies") of Company and Payor,
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which may be described in the Provider Manual and include, but are not limited to, the following: credentialing
criteria and requirements; notification requirements; medical management programs; claims and billing, quality
assessment and improvement, utilization review and management, disease management, case management, on-site
reviews, referral and prior authorization, and grievance and appeal procedures; coordination of benefits and third
party liability policies; carve-out and third party vendor programs; and data reporting requirements. The failure to
comply with such Policies could result in a denial or reduction of payment to the Provider or Contracted Provider or
a denial or reduction of the Covered Person's benefits. Such Policies do not in any way affect or remove the obligation
of Contracted Providers to render care. Health Plan shall make the Provider Manual available to Provider and
Contracted Providers via one or more designated websites or alternative means. Upon Provider's reasonable request,
Health Plan shall provide Provider with a copy of the Provider Manual. In the event of a material change to the
Provider Manual, Health Plan will use reasonable efforts to notify Provider in advance of such change. Such notice
may be given by Health Plan through a periodic provider newsletter, an update to the on-line Provider Manual, or
any other written method (electronic or paper).
2.5.
Credentialing Criteria. Provider and each Contracted Provider shall complete Company's and/or
Payor's credentialing and/or recredentialing process as required by Company's and/or Payor's credentialing Policies,
and shall at all times during the term of this Agreement meet all of Company's and/or Payor's credentialing criteria.
Provider and each Contracted Provider represents, warrants and agrees: (a) that it is currently, and for the duration
of this Agreement shall remain: (i) in compliance with all applicable Regulatory Requirements, including licensing
laws; (ii) if applicable, accredited by The Joint Commission or the American Osteopathic Association; and (iii) a
Medicare participating provider under the federal Medicare program and a Medicaid participating provider under
applicable federal and State laws; and (b) that all Contracted Providers and all employees and contractors thereof will
perform their duties in accordance with all Regulatory Requirements, as well as applicable national, State and local
standards of professional ethics and practice. No Contracted Provider shall provide Covered Services to Covered
Persons or identify itself as a Participating Provider unless and until the Contracted Provider has been notified, in
writing, by Company that such Contracted Provider has successfully completed Company's credentialing process.
2.6.
Eligibility Determinations. Provider or Contracted Provider shall timely verify whether an individual
seeking Covered Services is a Covered Person. Company or Payor, as applicable, will make available to Provider
and Contracted Providers a method, whereby Provider and Contracted Providers can obtain, in a timely manner,
general information about eligibility and coverage. Company or Payor, as applicable, does not guarantee that persons
identified as Covered Persons are eligible for benefits or that all services or supplies are Covered Services. If
Company, Payor or its delegate determines that an individual was not a Covered Person at the time services were
rendered, such services shall not be eligible for payment under this Agreement. In addition, Company will use
reasonable efforts to include or contractually require Payors to clearly display Company's name, logo or mailing
address (or other identifier(s) designated from time to time by Company) on each membership card.
2.7.
Referral and Preauthorization Procedures. Provider and Contracted Providers shall comply with
referral and preauthorization procedures adopted by Company and or Payor, as applicable, prior to referring a
Covered Person to any individual, institutional or ancillary health care provider. Unless otherwise expressly
authorized in writing by Company or Payor, Provider and Contracted Providers shall refer Covered Persons only to
Participating Providers to provide the Covered Service for which the Covered Person is referred. Except as required
by applicable law, failure of Provider and Contracted Providers to follow such procedures may result in denial of
payment for unauthorized treatment.
2.8.
Treatment Decisions. No Company or Payor is liable for, nor will it exercise control over, the manner
or method by which a Contracted Provider provides items or services under this Agreement. Provider and Contracted
Providers understand that determinations of Company or Payor that certain items or services are not Covered Services
or have not been provided or billed in accordance with the requirements of this Agreement or the Provider Manual
are administrative decisions only. Such decisions do not absolve the Contracted Provider of its responsibility to
exercise independent judgment in treatment decisions relating to Covered Persons. Nothing in this Agreement (i) is
intended to interfere with Contracted Provider's relationship with Covered Persons, or (ii) prohibits or restricts a
Contracted Provider from disclosing to any Covered Person any information that the Contracted Provider deems
appropriate regarding health care quality, medical treatment decisions or alternatives.
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2.9.
Carve-Out Vendors. Provider acknowledges that Company may, during the term of this Agreement,
carve-out certain Covered Services from its general provider contracts, including this Agreement, for one or more
Products as Company deems necessary or appropriate. Provider and Contracted Providers shall cooperate with and,
when medically appropriate, utilize all third party vendors designated by Company for those Covered Services
identified by Company from time to time for a particular Product.
2.10.
Disparagement Prohibition. Provider, each Contracted Provider and the officers of Company shall
not disparage the other during the term of this Agreement or in connection with any expiration, termination or non-
renewal of this Agreement. Neither Provider nor Contracted Provider shall interfere with Company's direct or
indirect contractual relationships including, but not limited to, those with Covered Persons or other Participating
Providers. Nothing in this Agreement should be construed as limiting the ability of either Health Plan, Company,
Provider or a Contracted Provider to inform Covered Persons that this Agreement has been terminated or otherwise
expired or, with respect to Provider, to promote Provider to the general public or to post information regarding other
health plans consistent with Provider's usual procedures, provided that no such promotion or advertisement is
specifically directed at one or more Covered Persons. In addition, nothing in this provision should be construed as
limiting Company's ability to use and disclose information and data obtained from or about Provider or Contracted
Provider, including this Agreement, to the extent determined reasonably necessary or appropriate by Company in
connection with its efforts to comply with Regulatory Requirements and to communicate with regulatory authorities.
2.11.
Nondiscrimination. Provider and each Contracted Provider will provide Covered Services to
Covered Persons without discrimination on account of race, sex, sexual orientation, age, color, religion, national
origin, place of residence, health status, type of Payor, source of payment (e.g., Medicaid generally or a State-specific
health care program), physical or mental disability or veteran status, and will ensure that its facilities are accessible
as required by Title III of the Americans With Disabilities Act of 1991. Provider and Contracted Providers recognize
that, as a governmental contractor, Company or Payor may be subject to various federal laws, executive orders and
regulations regarding equal opportunity and affirmative action, which also may be applicable to subcontractors, and
Provider and each Contracted Provider agree to comply with such requirements as described in any applicable
Attachment.
2.12.
Notice of Certain Events. Provider shall give written notice to Health Plan of: (i) any event of which
notice must be given to a licensing or accreditation agency or board; (ii) any change in the status of Provider's or a
Contracted Provider's license; (iii) termination, suspension, exclusion or voluntary withdrawal of Provider or a
Contracted Provider from any state or federal health care program, including but not limited to Medicaid; or (iv) any
settlements or judgments in connection with a lawsuit or claim filed or asserted against Provider or a Contracted
Provider alleging professional malpractice involving a Covered Person. In any instance described in subsection (i)-
(iii) above, Provider must notify Health Plan or Payor in writing within 10 days, and in any instance described in
subsection (iv) above, Provider must notify Health Plan or Payor in writing within 30 days, from the date it first
obtains knowledge of the pending of the same.
2.13.
Use of Name. Provider and each Contracted Provider hereby authorizes each Company or Payor to
use their respective names, telephone numbers, addresses, specialties, certifications, hospital affiliations (if any), and
other descriptive characteristics of their facilities, practices and services for the purpose of identifying the Contracted
Providers as "Participating Providers" in the applicable Products. Provider and Contracted Providers may only use
the name of the applicable Company or Payor for purposes of identifying the Products in which they participate, and
may not use the registered trademark or service mark of Company or Payor without prior written consent.
2.14.
Compliance with Regulatory Requirements. Provider, each Contracted Provider and Company agree
to carry out their respective obligations under this Agreement and the Provider Manual in accordance with all
applicable Regulatory Requirements, including, but not limited to, the requirements of the Health Insurance
Portability and Accountability Act, as amended, and any regulations promulgated thereunder. If, due to Provider's
or Contracted Provider's noncompliance with applicable Regulatory Requirements or this Agreement, sanctions or
penalties are imposed on Company, Company may, in its sole discretion, offset such amounts against any amounts
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due Provider or Contracted Providers from any Company or require Provider or the Contracted Provider to reimburse
Company for such amounts.
2.15. Program Integrity Required Disclosures. Provider agrees to furnish to Health Plan complete and
accurate information necessary to permit Company to comply with the collection of disclosures requirements
specified in 42 C.F.R. Part 455 Subpart B or any other applicable State or federal requirements, within such time
period as is necessary to permit Company to comply with such requirements. Such requirements include but are not
limited to: (i) 42 C.F.R. 455.105, relating to (a) the ownership of any subcontractor with whom Provider has had
business transactions totaling more than $25,000 during the 12-month period ending on the date of the request and
(b) any significant business transaction between Provider and any wholly owned supplier or subcontractor during the
5 year period ending on the date of the request; (ii) 42 C.F.R. 455.104, relating to individuals or entities with an
ownership or controlling interest in Provider; and (iii) 42 C.F.R. 455.106, relating to individuals with an ownership
or controlling interest in Provider, or who are managing employees of Provider, who have been convicted of a crime.
ARTICLE III - CLAIMS SUBMISSION, PROCESSING, AND COMPENSATION
3.1.
Claims or Encounter Data Submission. As provided in the Provider Manual and/or Policies,
Contracted Providers shall submit to Payor or its delegate claims for payment for Covered Services rendered to
Covered Persons. Contracted Provider shall submit encounter data to Payor or its delegate in a timely fashion, which
must contain statistical and descriptive medical and patient data and identifying information, if and as required in the
Provider Manual. Payor or its delegate reserves the right to deny payment to the Contracted Provider if the Contracted
Provider fails to submit claims for payment or encounter data in accordance with the Provider Manual and/or Policies.
3.2.
Compensation.
The compensation for Covered Services provided to a Covered Person
("Compensation Amount") will be the appropriate amount under the applicable Compensation Schedule in effect on
the date of service for the Product in which the Covered Person participates. Subject to the terms of this Agreement
and the Provider Manual, Provider and Contracted Providers shall accept the Compensation Amount as payment in
full for the provision of Covered Services. Subject to the terms of this Agreement, Payor shall pay or arrange for
payment of each Clean Claim received from a Contracted Provider for Covered Services provided to a Covered
Person in accordance with the applicable Compensation Amount less any applicable copayments, cost-sharing or
other amounts that are the Covered Person's financial responsibility under the applicable Coverage Agreement.
3.3.
Financial Incentives. The Parties acknowledge and agree that nothing in this Agreement shall be
construed to create any financial incentive for Provider or a Contracted Provider to withhold Covered Services.
3.4.
Hold Harmless. Provider and each Contracted Provider agree that in no event, including but not
limited to non-payment by a Payor, a Payor's insolvency, or breach of this Agreement, shall Provider or a Contracted
Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any
recourse against a Covered Person or person acting on the Covered Person's behalf, other than Payor, for Covered
Services provided under this Agreement. This provision shall not prohibit collection of any applicable copayments,
cost-sharing or other amounts that are the Covered Person's financial responsibility under the applicable Coverage
Agreement. This provision survives termination or expiration of this Agreement for any reason, will be construed
for the benefit of Covered Persons, and supersedes any oral or written agreement entered into between Provider or a
Contracted Provider and a Covered Person.
3.5.
Recovery Rights. Payor or its delegate shall have the right to immediately offset or recoup any and
all amounts owed by Provider or a Contracted Provider to Payor or Company against amounts owed by the Payor or
Company to the Provider or Contracted Provider. Provider and Contracted Providers agree that all recoupment and
any offset rights under this Agreement will constitute rights of recoupment authorized under State or federal law and
that such rights will not be subject to any requirement of prior or other approval from any court or other government
authority that may now have or hereafter have jurisdiction over Provider or a Contracted Provider.
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ARTICLE IV - RECORDS AND INSPECTIONS
4.1.
Records. Each Contracted Provider shall maintain medical, financial and administrative records
related to items or services provided to Covered Persons, including but not limited to a complete and accurate
permanent medical record for each such Covered Person, in such form and detail as are required by applicable
Regulatory Requirements and consistent with generally accepted medical standards.
4.2.
Access. Provider and each Contracted Provider shall provide access to their respective books and
records to each of the following, including any delegate or duly authorized agent thereof, subject to applicable
Regulatory Requirements: (i) Company and Payor, during regular business hours and upon prior notice; (ii)
appropriate State and federal authorities, to the extent such access is necessary to comply with Regulatory
Requirements; and (iii) accreditation organizations. Provider and each Contracted Provider shall provide copies of
such records at no expense to any of the foregoing that may make such request. Each Contracted Provider also shall
obtain any authorization or consent that may be required from a Covered Person in order to release medical records
and information to Company or Payor or any of their delegates. Provider and each Contracted Provider shall
cooperate in and allow on-site inspections of its, his or her facilities and records by any Company, Payor, their
delegates, any authorized government officials, and accreditation organizations. Provider and each Contracted
Provider shall compile information necessary for the expeditious completion of such on-site inspection in a timely
manner.
4.3. Record Transfer. Subject to applicable Regulatory Requirements, each Contracted Provider shall
cooperate in the timely transfer of Covered Persons' medical records to any other health care provider, at no charge
and when required.
ARTICLE V - INSURANCE AND INDEMNIFICATION
5.1.
Insurance. During the term of this Agreement and for any applicable continuation period as set forth
in Section 7.3 of this Agreement, Provider and/or each Contracted Provider shall maintain policies of general and
professional liability insurance and other insurance necessary to insure Provider and such Contracted Provider,
respectively; their respective employees; and any other person providing services hereunder on behalf of Provider or
such Contracted Provider, as applicable, against any claim(s) of personal injuries or death alleged to have been caused
or caused by their performance under this Agreement. Such insurance shall include, but not be limited to, any "tail"
or prior acts coverage necessary to avoid any gap in coverage. Insurance shall be through a licensed carrier acceptable
to Health Plan, and in a minimum amount of $1,000,000 per occurrence, and $3,000,000 in the aggregate unless a
lesser amount is accepted by Health Plan or where State law mandates otherwise. Provider and/or each Contracted
Provider will provide Health Plan with at least 10 days prior written notice of cancellation, non-renewal, lapse, or
adverse material modification of such coverage. Upon Health Plan's request, Provider and each Contracted Provider
will furnish Health Plan with evidence of such insurance.
5.2.
Indemnification by Provider and Contracted Provider. Provider and each Contracted Provider shall
indemnify and hold harmless (and at Health Plan's request defend) Company and Payor and all of their respective
officers, directors, agents and employees from and against any and all third party claims for any loss, damages,
liability, costs, or expenses (including reasonable attorney's fees) judgments or obligations arising from or relating
to any negligence, wrongful act or omission, or breach of this Agreement by Provider, a Contracted Provider, or any
of their respective officers, directors, agents or employees.
5.3.
Indemnification by Health Plan. Health Plan agrees to indemnify and hold harmless (and at
Provider's request defend) Provider, Contracted Providers, and their officers, directors, agents and employees from
and against any and all third party claims for any loss, damages, liability, costs, or expenses (including reasonable
attorney's fees), judgments, or obligations arising from or relating to any negligence, wrongful act or omission or
breach of this Agreement by Company or its directors, officers, agents or employees.
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ARTICLE VI - DISPUTE RESOLUTION
6.1.
Informal Dispute Resolution. Any dispute between Provider and/or a Contracted Provider, as
applicable (the "Provider Party"), and Health Plan and/or Company, as applicable (including any Company acting as
Payor) (the "Administrator Party"), with respect to or involving the performance under, termination of, or
interpretation of this Agreement, or any other claim or cause of action hereunder, whether sounding in tort, contract
or under statute (a "Dispute") shall first be addressed by exhausting the applicable procedures in the Provider Manual
pertaining to claims payment, credentialing, utilization management, or other programs. If, at the conclusion of these
applicable procedures, the matter is not resolved to satisfaction of the Provider Party and the Administrator Party, or
if there are no applicable procedures in the Provider Manual, then the Provider Party and the Administrator Party
shall engage in a period of good faith negotiations between their designated representatives who have authority to
settle the Dispute, which negotiations may be initiated by either the Provider Party or the Administrator Party upon
written request to the other, provided such request takes place within one year of the date on which the requesting
party first had, or reasonably should have had, knowledge of the event(s) giving rise to the Dispute. If the matter has
not been resolved within 60 days of such request, either the Provider Party or the Administrator Party may, as its sole
and exclusive forum for the litigation of the Dispute or any part thereof, initiate arbitration pursuant to Section 6.2
below by providing written notice to the other party.
6.2.
Arbitration. If either the Provider Party or the Administrator Party wishes to pursue the Dispute as
provided in Section 6.1, such party shall submit it to binding arbitration conducted in accordance with the Commercial
Arbitration Rules of the American Arbitration Association ("AAA"). In no event may any arbitration be initiated
more than 1 year following, as applicable, the end of the 60 day negotiation period set forth in Section 6.1, or the date
of notice of termination. Arbitration proceedings shall be conducted by an arbitrator chosen from the National
Healthcare Panel at a mutually agreed upon location within the State. The arbitrator shall not award any punitive or
exemplary damages of any kind, shall not vary or ignore the provisions of this Agreement, and shall be bound by
controlling law. Any arbitration in which the total amount in controversy is less than $100,000 shall be conducted in
a single hearing day. The Parties and the Contracted Providers, on behalf of themselves and those that they may now
or hereafter represent, agree to and do hereby waive any right to pursue, on a class basis, any Dispute. Each of the
Provider Party and the Administrator Party shall bear its own costs and attorneys' fees related to the arbitration except
that the AAA's Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any
proof produced at the direct request of the arbitrator shall be borne equally by the applicable parties, and the arbitrator
shall not have the authority to order otherwise. The existence of a Dispute or arbitration proceeding shall not in and
of itself constitute cause for termination of this Agreement. Except as hereafter provided, during an arbitration
proceeding, each of the Provider Party and the Administrator Party shall continue to perform its obligations under
this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the
Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this
Agreement, although such party shall be obligated to file and pursue arbitration at the earliest reasonable opportunity.
Judgment on the award rendered may be entered in any court having jurisdiction thereof. Because of the confidential
nature of this Agreement, the Provider and Administrator Parties further agree that in any action to compel arbitration
or enforce any arbitration award, no party may file any part of this Agreement (including Attachments) in the court
record, except this Section 6.2. Nothing contained in this Article VI shall limit a Party's right to terminate this
Agreement with or without cause in accordance with Section 7.2.
ARTICLE VII - TERM AND TERMINATION
7.1.
Term. This Agreement is effective as of the Health Plan Effective Date, and will remain in effect
for an initial term ("Initial Term") of 3 year(s), after which it will automatically renew for successive terms of 1 year
each (each a "Renewal Term"), unless this Agreement is sooner terminated as provided in this Agreement or either
Party gives the other Party written notice of non-renewal of this Agreement not less than 180 days prior to the end of
the then-current term. In addition, either Party may elect to not renew a Contracted Provider's participation as
a
Participating Provider in a particular Product for the next Renewal Term, by giving Provider written notice of such
non-renewal not less than 180 days prior to the, as applicable, last day of the Initial Term or applicable Renewal
Term; in such event, Provider shall immediately notify the affected Contracted Provider of such non-renewal.
Termination of any Contracted Provider's participation in a particular Product will not have the effect of terminating
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either this Agreement or the Contracted Provider's participation in any other Product in which the Contract Provider
participates under this Agreement.
7.2.
Termination. This Agreement, or the participation of Provider or a Contracted Provider as a
Participating Provider in one or more Products, may be terminated or suspended as set forth below.
7.2.1. Upon Notice. This Agreement may be terminated by either Party giving the other Party at
least 180 days prior written notice of such termination. The participation of any Contracted Provider as a Participating
Provider in a Product may be terminated by either Party giving the other Party at least 180 days prior written notice
of such termination; in such event, Provider shall immediately notify the affected Contracted Provider of such
termination.
7.2.2. With Cause. This Agreement, or the participation of any Contracted Provider as a
Participating Provider in one or more Products under this Agreement, may be terminated by either Party giving at
least 90 days prior written notice of termination to the other Party if such other Party (or the applicable Contracted
Provider) is in breach of any material term or condition of this Agreement and such other Party (or the Contracted
Provider) fails to cure the breach within the 60 day period immediately following the giving of written notice of such
breach. Any notice given pursuant to this Section 7.2.2 must describe the specific breach. In the case of a termination
of a Contracted Provider, Provider shall immediately notify the affected Contracted Provider of such termination.
7.2.3. Suspension of Participation. Unless expressly prohibited by applicable Regulatory
Requirements, Health Plan has the right to immediately suspend or terminate the participation of a Contracted
Provider in any or all Products by giving written notice thereof to Provider when Health Plan determines that (i)
based upon available information, the continued participation of the Contracted Provider appears to constitute an
immediate threat or risk to the health, safety or welfare of Covered Persons, or (ii) the Contracted Provider's fraud,
malfeasance or non-compliance with Regulatory Requirements is reasonably suspected. Provider shall immediately
notify the affected Contracted Provider of such suspension. During such suspension, the Contracted Provider shall,
as directed by Health Plan, discontinue the provision of all or a particular Covered Service to Covered Persons.
During the term of any suspension, the Contracted Provider shall notify Covered Persons that his or her status as a
Participating Provider has been suspended. Such suspension will continue until the Contracted Provider's
participation is reinstated or terminated.
7.2.4. Insolvency. This Agreement may be terminated immediately by a Party giving written notice
thereof to the other Party if the other Party is insolvent or has bankruptcy proceedings initiated against it.
7.2.5.
Credentialing. The status of a Contracted Provider as a Participating Provider in one or more
Products may be terminated immediately by Health Plan giving written notice thereof to Provider if the Contracted
Provider fails to adhere to Health Plan's credentialing criteria, including, but not limited to, if the Contracted Provider
(i) loses, relinquishes, or has materially affected its license to provide Covered Services in the State, (ii) fails to
comply with the insurance requirements set forth in this Agreement; or (iii) is convicted of a criminal offense related
to involvement in any state or federal health care program or has been terminated, suspended, barred, voluntarily
withdrawn as part of a settlement agreement, or otherwise excluded from any state or federal health care program.
Provider shall immediately notify the affected Contracted Provider of such termination.
7.3.
Effect of Termination. After the effective date of termination of this Agreement or a Contracted
Provider's participation in a Product, this Agreement shall remain in effect for purposes of those obligations and
rights arising prior to the effective date of termination. Upon such a termination, each affected Contracted Provider
(including Provider, if applicable) shall (i) continue to provide Covered Services to Covered Persons in the applicable
Product(s) during the longer of the 90 day period following the date of such termination or such other period as may
be required under any Regulatory Requirements, and, if requested by Company, each affected Contracted Provider
(including Provider, if applicable) shall continue to provide, as a Participating Provider, Covered Services to Covered
Persons until such Covered Persons are assigned or transferred to another Participating Provider in the applicable
Product(s), and (ii) continue to comply with and abide by all of the applicable terms and conditions of this Agreement,
including, but not limited to, Section 3.4 (Hold Harmless) hereof, in connection with the provision of such Covered
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Services during such continuation period. During such continuation period, each affected Contracted Provider
(including Provider, if applicable) will be compensated in accordance with this Agreement and shall accept such
compensation as payment in full.
7.4.
Survival of Obligations. All provisions hereof that by their nature are to be performed or complied
with following the expiration or termination of this Agreement, including without limitation Sections 2.8, 2.10, 3.2,
3.4, 3.5, 4.2, 5.1, 5.2, 5.3, 6.2, 7.3, and 7.4 and Article VIII, survive the expiration or termination of this Agreement.
ARTICLE VIII - MISCELLANEOUS
8.1.
Relationship of Parties. The relationship between or among Health Plan, Company, Provider, Payor
and any Contracted Provider hereunder is that of independent contractors. None of the provisions of this Agreement
will be construed as creating any agency, partnership, joint venture, employee-employer, or other relationship.
References herein to the rights and obligations of any Company under this Agreement are references to the rights and
obligations of each Company individually and not collectively. A Company is only responsible for performing its
respective obligations hereunder with respect to a particular Product, Coverage Agreement, Payor Contract, Covered
Service or Covered Person. A breach or default by an individual Company shall not constitute a breach or default by
any other Company, including but not limited to Health Plan.
8.2.
Conflicts Between Certain Documents. If there is any conflict between this Agreement and the
Provider Manual, this Agreement will control. In the event of any conflict between this Agreement and any Product
Attachment, the Product Attachment will control as to such Product.
8.3. Assignment. This Agreement is intended to secure the services of and be personal to Provider and
may not be assigned, sublet, delegated, subcontracted or transferred by Provider without Health Plan's prior written
consent. Health Plan shall have the right, exercisable in its sole discretion, to assign or transfer all or any portion of
its rights or to delegate all or any portion of its interests under this Agreement or any Attachment to an Affiliate,
successor of Health Plan, or purchaser of the assets or stock of Health Plan, or the line of business or business unit
primarily responsible for carrying out Health Plan's obligations under this Agreement.
8.4.
Headings. The headings of the sections of this Agreement are inserted merely for the purpose of
convenience and do not limit, define, or extend the specific terms of the section SO designated.
8.5.
Governing Law. The interpretation of this Agreement and the rights and obligations of Health Plan,
Company, Provider and any Contracted Providers hereunder will be governed by and construed in accordance with
applicable federal and State laws.
8.6.
Third Party Beneficiary. This Agreement is entered into by the Parties signing it for their benefit, as
well as, in the case of Health Plan, the benefit of Company, and in the case of Provider, the benefit of each Contracted
Provider. Except as specifically provided in Section 3.4 hereof, no Covered Person or third party, other than
Company, will be considered a third party beneficiary of this Agreement.
8.7.
Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended only
by written agreement of duly authorized representatives of the Parties.
8.7.1. Health Plan may amend this Agreement by giving Provider written notice of the amendment
to the extent such amendment is deemed necessary or appropriate by Health Plan to comply with any Regulatory
Requirements. Any such amendment will be deemed accepted by Provider upon the giving of such notice.
8.7.2. Health Plan may amend this Agreement by giving Provider written notice (electronic or
paper) of the proposed amendment. Unless Provider notifies Health Plan in writing of its objection to such
amendment during the 30 day period following the giving of such notice by Health Plan, Provider shall be deemed
to have accepted the amendment. If Provider objects to any proposed amendment to either the base agreement or any
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Attachment, Health Plan may exclude one or more of the Contracted Providers from being Participating Providers in
the applicable Product (or any component program of, or Coverage Agreement in connection with, such Product).
8.8.
Entire Agreement. All prior or concurrent agreements, promises, negotiations or representations
either oral or written, between Health Plan and Provider relating to a subject matter of this Agreement, which are not
expressly set forth in this Agreement, are of no force or effect.
8.9.
Severability. The invalidity or unenforceability of any terms or provisions hereof will in no way
affect the validity or enforceability of any other terms or provisions.
8.10. Waiver. The waiver by either Party of the violation of any provision or obligation of this Agreement
will not constitute the waiver of any subsequent violation of the same or other provision or obligation.
8.11. Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be
given hereunder is deemed to have been given when such written notice has been personally delivered or deposited
in the United States mail, postage paid, or delivered in hard copy or electronically by a service that provides written
receipt or acknowledgment of delivery, addressed as follows:
To Health Plan at:
To Provider at:
Attn: President
Attn: JENNIFER M EWALD LCSW
Delaware First Health, Inc.
BALANCED MIND COUNSELING CENTER LLC
841 Silver Lake Boulevard
115 N BROAD ST SUITE 4A
Dover, DE 19901
MIDDLETOWN, DE 19709-1045
Jennifer@BalancedMindJourney.com
or to such other address as such Party may designate in writing. Notwithstanding the previous paragraph,
Health Plan may provide notices by electronic mail, through its provider newsletter or on its provider website.
8.12.
Force Majeure. Neither Party shall be liable or deemed to be in default for any delay or failure to
perform any act under this Agreement resulting, directly or indirectly, from acts of God, civil or military authority,
acts of public enemy, war, accidents, fires, explosions, earthquake, flood, strikes or other work stoppages by either
Party's employees, or any other similar cause beyond the reasonable control of such Party.
8.13.
Proprietary Information. Each Party is prohibited from, and shall prohibit its Affiliates and
Contracted Providers from, disclosing to a third party the substance of this Agreement, or any information of a
confidential nature acquired from the other Party (or Affiliate or Contracted Provider thereof) during the course of
this Agreement, except to agents of such Party as necessary for such Party's performance under this Agreement, or
as required by a Payor Contract or applicable Regulatory Requirements. Provider acknowledges and agrees that all
information relating to Company's programs, policies, protocols and procedures is proprietary information and
Provider shall not disclose such information to any person or entity without Health Plan's express written consent.
8.14.
Authority. The individuals whose signatures are set forth below represent and warrant that they are
duly empowered to execute this Agreement. Provider represents and warrants that it has all legal authority to contract
on behalf of and to bind all Contracted Providers to the terms of the Agreement with Health Plan. Provider and each
Contracted Provider acknowledges that references herein to the rights and obligations of any "Company" or a "Payor"
under this Agreement are references to the rights and obligations of each Company and each Payor individually and
not of the Companies or Payors collectively. Notwithstanding anything herein to the contrary, all such rights and
obligations are individual and specific to each such Company and each such Payor and the reference to Company or
Payor herein in no way imposes any cross-guarantees or joint responsibility or liability by, between or among such
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individual Companies or Payors. A breach or default by an individual Company or Payor shall not constitute a breach
or default by any other Company or Payor, including but not limited to Health Plan.
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THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION
THAT MAY BE ENFORCED BY THE PARTIES.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, including all Product Attachments
noted on Schedule B, effective as of the date set forth beneath their respective signatures.
HEALTH PLAN:
PROVIDER:
Delaware First Health, Inc.
BALANCED MIND COUNSELING CENTER LLC
(Legibly Print Name of Provider)
Authorized Signature:
Authorized Signature:
Aaron Brace
Jennifer Ewald, LCSW
Aaron Brace (Aug 11, 2022 13:02 EDT)
Jennifer Ewald, LCSW (Aug 11, 2022 10:16 EDT)
Print Name: Aaron Brace
Print Name: Jennifer Ewald, LCSW
Title: Corporate Vice President, National Contracting
Title: Owner/Clinician
Officer
Signature Date: Aug 11, 2022
Signature Date: Aug 11, 2022
ICM #: ICMProviderAgreement_217525
Tax Identification Number: 47-4931000
To be completed by Health Plan only:
National Provider Identifier: 1518335876
Effective Date: Sep 10, 2022
Medicare Number:

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PARTICIPATING PROVIDER AGREEMENT
SCHEDULE A
CONTRACTED PROVIDER-SPECIFIC PROVISIONS
Provider and Contracted Providers shall comply with the applicable provisions of this Schedule A.
1.
Hospitals. If Provider or a Contracted Provider is a hospital ("Hospital"), the following provisions
apply.
1.1
24 Hour Coverage. Each Hospital shall be available to provide Covered Services to Covered
Persons 24 hours per day, 7 days per week.
1.2
Emergency Care. Each Hospital shall provide Emergency Care (as hereafter defined) in
accordance with Regulatory Requirements. The Contracted Provider shall notify Company's medical management
department of any emergency room admissions by electronic file sent within 24 hours or by the next business day of
such admission. "Emergency Care" (or derivative thereof) has, as to each particular Product, the meaning set forth in
the applicable Coverage Agreement or Product Attachment. If there is no definition in such documents, "Emergency
Care" means inpatient and/or outpatient Covered Services furnished by a qualified provider that are needed to
evaluate or stabilize an Emergency Medical Condition. "Emergency Medical Condition" means a medical condition
manifesting itself by acute symptoms of sufficient severity (including severe pain) that a prudent layperson, who
possesses an average knowledge of health and medicine, could reasonably expect the absence of immediate medical
attention to result in the following: (i) placing the health of the individual (or, with respect to a pregnant woman, the
health of the woman or her unborn child) in serious jeopardy; (ii) serious impairment to bodily functions; or (iii)
serious dysfunction of any bodily organ or part.
1.3
Staff Privileges. Each Hospital shall assist in granting staff privileges or other appropriate
access to Company's Participating Providers who are qualified medical or osteopathic physicians, provided they meet
the reasonable standards of practice and credentialing standards established by the Hospital's medical staff and
bylaws, rules, and regulations.
1.4
Discharge Planning. Each Hospital agrees to cooperate with Company's system for the
coordinated discharge planning of Covered Persons, including the planning of any necessary continuing care.
1.5
Credentialing Criteria. Each Hospital shall: (a) currently, and for the duration of this
Agreement, remain accredited by the Joint Commission or American Osteopathic Association, as applicable; and (b)
ensure that all employees of Hospital perform their duties in accordance with all applicable local, State and federal
licensing requirements and standards of professional ethics and practice.
1.6
National Committee for Quality Assurance ("NCQA") Accreditation of Health Plans
Standards. Each Hospital agrees to: (i) cooperate with Quality Management and Improvement ("QI") activities; (ii)
maintain the confidentiality of a Covered Persons information and records pursuant to the Agreement; and (iii) allow
the Company to use Hospital's performance data.
2.
Practitioners. If Provider or Contracted Provider is a physician or other health care practitioner
(including physician extenders) ("Practitioner"), the following provisions apply.
2.1
Contracted Professional Qualifications. At all times during the term of this Agreement,
Practitioner shall, as applicable, maintain medical staff membership and admitting privileges with at least one hospital
that is a Participating Provider ("Participating Hospital") with respect to each Product in which the Practitioner
participates. Upon Company's request, Practitioner shall furnish evidence of the foregoing to Company. If
Practitioner does not have such admitting privileges, Provider or the Practitioner shall provide Company with a
written statement from another Participating Provider who has such admitting privileges, in good standing, certifying

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that such individual agrees to assume responsibility for providing inpatient Covered Services to Covered Persons
who are patients of the applicable Practitioner.
2.2
Acceptance of New Patients. To the extent that Practitioner is accepting new patients, such
Practitioner must also accept new patients who are Covered Persons with respect to the Products in which such
Practitioner participates. Practitioner shall notify Company in writing 45 days prior to such Practitioner's decision to
no longer accept Covered Persons with respect to a particular Product. In no event will an established patient of any
Practitioner be considered a new patient.
2.3
Preferred Drug List/Drug Formulary. If applicable to the Covered Person's coverage,
Practitioners shall use commercially reasonable efforts, when medically appropriate under the circumstances, to
comply with formulary or preferred drug list when prescribing medications for Covered Persons.
2.4
National Committee for Quality Assurance ("NCQA") Accreditation of Health Plans
Standards. Each Practitioner agrees to: (i) cooperate with Quality Management and Improvement ("QI") activities;
(ii) maintain the confidentiality of a Covered Persons information and records pursuant to the Agreement; and (iii)
allow the Company to use Practitioner's performance data.
3.
Ancillary Providers. If Provider or Contracted Provider is an ancillary provider (including but not
limited to a home health agency, durable medical equipment provider, sleep center, pharmacy, ambulatory surgery
center, nursing facility, laboratory or urgent care center) ("Ancillary Provider"), the following provisions apply.
3.1
Acceptance of New Patients. To the extent that Ancillary Provider is accepting new patients,
such Ancillary Provider must also accept new patients who are Covered Persons with respect to the Products in which
such Ancillary Provider participates. Ancillary Provider shall notify Company in writing 45 days prior to such
Ancillary Provider's decision to no longer accept Covered Persons with respect to a particular Product. In no event
will an established patient of any Ancillary Provider be considered a new patient.
3.2
National Committee for Quality Assurance ("NCQA") Accreditation of Health Plans
Standards. Each ancillary provider agrees to: (i) cooperate with Quality Management and Improvement ("QI")
activities; (ii) maintain the confidentiality of a Covered Persons information and records pursuant to the Agreement;
and (iii) allow the Company to use ancillary provider's performance data.
4.
FQHC. If Provider or a Contracted Provider is a federally qualified health center ("FQHC"), the
following provision applies.
4.1
FQHC Insurance. To the extent FQHC's employees are deemed to be federal employees
qualified for protection under the Federal Tort Claims Act ("FTCA") and Health Plan has been provided with
documentation of such status issued by the U.S. Department of Health and Human Services (such status to be referred
to as "FTCA Coverage"), Section 5.1 of this Agreement will not apply to those Contracted Providers with FTCA
Coverage. FQHC shall provide evidence of such FTCA Coverage to Health Plan at any time upon request. FQHC
shall promptly notify Health Plan if, any time during the term of this Agreement, any Contracted Provider is no longer
eligible for, or if FQHC becomes aware of any fact or circumstance that would jeopardize, FTCA Coverage. Section
5.1 of this Agreement will apply to a Contracted Provider immediately upon such Contracted Provider's loss of FTCA
Coverage for any reason.
5.
Facility Providers. If Provider or a Contracted Provider is a facility (including but not limited to
Clinic, FQHC, LTAC, Nursing Home, Rehab, Rural Health Clinic, Skilled Nursing) ("Facility Provider") the
following provision applies.
5.1
National Committee for Quality Assurance ("NCQA") Accreditation of Health Plans
Standards. Each facility agrees to: (i) cooperate with Quality Management and Improvement ("QI") activities; (ii)
maintain the confidentiality of a Covered Persons information and records pursuant to the Agreement; and (iii) allow
the Company to use facility's performance data.

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6.
Long Term Services and Supports ("LTSS") and Home and Community-Based Services ("HCBS")
Providers. If Provider or a Contracted Provider is a provider of LTSS and/or HCBS services, the following provisions
apply.
6.1
Definition. LTSS generally includes assistance with daily self-care activities (e.g., walking,
toileting, bathing, and dressing) and activities that support an independent lifestyle (e.g., food preparation,
transportation, and managing medications). The broad category of LTSS also includes care and service coordination
for people who live in their own home, a residential setting, a nursing facility, or other institutional setting. Home
and community-based services ("HCBS") are a subset of LTSS that functions outside of institutional care to maximize
independence in the community.
6.2
HCBS Waiver Authorization. Provider shall not provide HCBS Covered Services to Covered
Person without the required HCBS waiver authorization.
6.3
Conditions for Reimbursement. No payment shall be made to the Provider unless the
Provider has strictly conformed to the policies and procedures of the HCBS Waiver Program, including but not
limited to not providing HCBS Covered Services without prior authorization of Health Plan. For the purposes of this
Exhibit, "HCBS Waiver Program" shall mean any special Medicaid program operated under a waiver approved by
the Centers for Medicare and Medicaid Services which allows the provision of a special package of approved services
to Covered Person.
6.4
Acknowledgement. Health Plan acknowledges that Provider is a provider of LTSS and is not
necessarily a provider of medical or health care services. Nothing in this Agreement is intended to require Provider
to provide medical or health care services that Provider does not routinely provide, but would not prohibit providers
from offering these services, as appropriate.
6.5
Notification Requirements. Provider or the applicable Contracted Provider shall provide the
following notifications to Health Plan, via written notice or via telephone contact at a number to be provided by
Health Plan, within the following time frames:
6.5.1
Provider or the applicable Contracted Provider shall notify Health Plan of a Covered
Person's visit to urgent care or the emergency department of any hospital, or of a Covered Person's hospitalization,
within 24 hours of becoming aware of such visit or hospitalization.
6.5.2
Provider or the applicable Contracted Provider shall notify Health Plan of any
change to the designated/assigned services being provided under a Covered Person's plan of care and/or service plan,
within 24 hours of becoming aware of such change.
6.5.3
Provider or the applicable Contracted Provider shall notify Health Plan if a Covered
Person misses an appointment with Provider, within 24 hours of becoming aware of such missed appointment.
6.5.4
Provider or the applicable Contracted Provider shall notify Health Plan of any
change in a Covered Person's medical or behavioral health condition, within 24 hours of becoming aware of such
change. (Examples of changes in condition are set forth in the Provider Manual.)
6.5.5
Provider or the applicable Contracted Provider shall notify Health Plan of any safety
issue identified by Provider or Contracted Provider or its agent or subcontractor, within 24 hours of the identification
of such safety issue. (Examples of safety issues are set forth in the Provider Manual.)
6.5.6 Provider or the applicable Contracted Provider shall notify Health Plan of any
change in Provider's or Contracted Provider's key personnel, within 24 hours of such change.

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6.6
Minimum Data Set. If Contracted Provider is a nursing facility, Provider or such Contracted
Provider shall submit to Health Plan or its designee the Minimum Data Set as defined by CMS and required under
federal law and Health Plan policy as it relates to all Covered Persons who are residents in Contracted Provider's
facility. Such submission shall be via electronic mail, facsimile transmission, or other manner and format reasonably
requested by Health Plan.
6.7
Quality Improvement Plan. Each Contracted Provider shall participate in Health Plan's
LTSS quality improvement plan. Each Contracted Provider shall permit Health Plan to access such Contracted
Providers' assessment and quality data upon reasonable advance notice, which may be given by electronic mail.
6.8
Electronic Visit Verification. If Contracted Provider provides in-home services, Contracted
Provider shall comply with 21st Century Cures Act and Health Plan's electronic visit verification system requirements
where applicable and accessible.
6.9
Criminal Background Checks. Provider shall conduct a criminal background check on each
Contracted Provider prior to the commencement of services under this Agreement and as requested by Health Plan
thereafter. Provider shall provide the results of such background checks to Health Plan and member, if self-directed,
upon request. Provider agrees to immediately notify Health Plan of any criminal convictions of any Contracted or
sub-contracted Provider. Provider shall pay any costs associated with such criminal background checks.
7.
Person-Centered Planning, Care/Service Plan, and Services ("PCSP"). Provider shall comply with
all state and federal regulatory requirements related to person-centered planning, care/service plans, and services
including, but not limited to:
7.1
Covered Persons shall lead the person-centered planning process and can elect to include,
and/or consult with, any of their LTSS providers in the care/service plan development process.
7.2
The care/service plan must be finalized and agreed to, with the informed consent of the
individual in writing, and signed by all individuals and providers responsible for its implementation through the
mechanism required by state and federal requirements. Non-medical service providers (such as meals or assistive
technology) can signify their agreement through this contract or written agreement in lieu of directly in the plan, if
permitted by the Covered Persons.
7.3
LTSS Provider shall be aware of, respect, and adhere to a Covered Person's preferences for
the delivery of services and supports.
7.4
LTSS Provider shall ensure services and supports are culturally appropriate, provided in
plain language (where applicable), and accessible to Covered Persons and the person(s) supporting them who have
disabilities and/or are limited English proficient.
7.5
Health Plan agrees to complete the care/service plan in a timely manner (within at least 120
days of enrollment or annually, or less if state requirements differ) and provide a copy to LTSS Provider(s)
responsible for implementation.

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PARTICIPATING PROVIDER AGREEMENT
SCHEDULE B
PRODUCT PARTICIPATION
Provider will be designated as a "Participating Provider" in the Product Attachments listed below as of the date of
successful completion of credentialing in accordance with this Agreement.
List of Product Attachments:
Attachment A: Medicaid
Attachment B: Medicare
Attachment C: Commercial-Exchange
Attachment D: [Reserved]
Attachment E: [Reserved]
Attachment F: [Reserved]

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PARTICIPATING PROVIDER AGREEMENT
SCHEDULE C
INFORMATION FOR CONTRACTED PROVIDERS
Provider shall provide Health Plan with the information set forth below with respect to: (i) Provider; (ii) each
Contracted Provider; and (iii) if applicable, each Contracted Provider's locations and/or professionals. To the extent
Provider provides the name of any Contracted Provider to Health Plan hereunder, such entity and/or individual will
be considered a Contracted Provider under this Agreement regardless of whether the complete list of information set
forth below relating to such Contracted Provider is provided by Provider.
1. Name
2. Address
3. E-mail address
4. Telephone and facsimile numbers
5. Professional license numbers
6. Medicare/Medicaid ID numbers
7. Federal tax ID numbers
8. Completed W-9 form
9. National Provider Identifier (NPI) numbers
10. Provider Taxonomy Codes
11. Area of medical specialty
12. Age restrictions (if any)
13. Area hospitals with admitting privileges (where applicable)
14. Whether Providers are employed or subcontracted with Contracted Provider using the designation "E" for
employed or "C" for subcontracted.
15. For a subcontracted Provider, whether its Providers are employed or contracted with the subcontracted Provider
using the designation "E" for employed or "C" for contracted.
16. Office contact person
17. Office hours
18. Billing office
19. Billing office address
20. Billing office telephone and facsimile numbers
21. Billing office e-mail address
22. Billing office contact person
23. Ownership Disclosure Form, as required to comply with Regulatory Requirements and Governmental Contract
NOTE: For a complete listing of the information and additional documentation required, please refer to the
enrollment application.

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Attachment A: Medicaid
PRODUCT ATTACHMENT
Delaware
THIS PRODUCT ATTACHMENT (this "Attachment") is made and entered between Delaware First Health,
Inc. ("Health Plan") and BALANCED MIND COUNSELING CENTER LLC ("Provider").
WHEREAS, Health Plan and Provider entered into that certain participating provider agreement, as the same
may have been amended and supplemented from time to time (the "Agreement"), pursuant to which Provider and its
Contracted Providers participate in certain Products offered by or available from or through a Company;
WHEREAS, pursuant to the provisions of the Agreement, Contracted Providers will be designated and
participate as Participating Providers (defined herein) in the Product described in this Attachment; and
WHEREAS, Health Plan has contracted with the Delaware's Department of Health and Social Services
("DHSS"), Division of Medicaid and Medical Assistance ("DMAA") (together "DHSS/DMAA" or "the State"), to
be a Medicaid Managed Care Organization ("MCO") to provide Covered Services to Covered Persons in the Diamond
State Health Plan ("DSHP") and Diamond State Health Plan Plus ("DSHP Plus") Medicaid programs (together
"Medicaid Product") (sometimes "Programs") and such other programs as may be awarded to Health Plan by
DHSS/DMAA.
WHEREAS, the Agreement is modified or supplemented as hereafter provided.
NOW THEREFORE, in consideration of the recitals, the mutual promises herein stated, the parties hereby
agree to the provisions set forth below.
1.
Defined Terms. For purposes of this Medicaid Product Attachment, all capitalized terms not
specifically defined in this Attachment will have the meanings given to such terms in the Agreement.
2.
Product Participation.
2.1
DSHP and DSHP Plus. This Attachment addresses the participation of Provider and the
applicable Contracted Providers in the Medicaid Product. The Medicaid Product includes those programs and health
benefit arrangements offered by Health Plan or other Company pursuant to a contract (the "State Contract") with the
DHSS/DMAA, or any successor thereto, to provide specified services and goods to covered beneficiaries under the
Programs (or additional, ancillary or successor State Medicaid programs thereto), and to meet certain performance
standards while doing SO. The Medicaid Product does not apply to any Coverage Agreements that are specifically
covered by another Product Attachment to the Agreement. This Attachment applies only to the provision of health
care services, supplies or accommodations (including Covered Services) to Covered Persons enrolled in the Medicaid
Product.
Where Company is not the Payor, the rights and responsibilities assigned under this Attachment to Company,
Payor, or "Company or Payor" shall be understood to apply to either Company or Payor as applicable under the
circumstances and as determined by the terms of the Payor Contract, Regulatory Requirements and/or Company
policies and procedures. The phrase "Company or Payor" is not intended to nor shall result in the expansion of any
rights on the part of Provider or Contracted Providers or any liabilities on the part of Company or Payor. Nothing in
this Attachment shall be construed as conferring any financial or legal liabilities of Payor under any Regulatory
Requirements or the Payor Contract to Company or Health Plan. Nothing in this Attachment shall be construed as
altering the terms of the Payor Contract, or in a manner that is inconsistent with Regulatory Requirements. The rights
and responsibilities that arise under a Payor Contract (including a Governmental Contract) and that are assigned under
this Attachment to Health Plan are understood to be assigned to Company (and references to "Health Plan" will be
understood to be references to Company) where Company is a party to the Payor Contract.

Start of Page No. = 21
2.2
Participation. Unless otherwise specified in this Attachment, all Contracted Providers under
the Agreement will participate in the Medicaid Product as Participating Providers and will provide to Covered Persons
enrolled in the Medicaid Product, upon the same terms and conditions contained in the Agreement, as supplemented
or modified by this Attachment, those Covered Services that are provided by Contracted Providers pursuant to the
Agreement. In providing such services, Provider shall, and shall cause Contracted Providers to, comply with and
abide by the provisions of this Attachment and the Agreement (including the Provider Manual).
2.3
Attachment. This Attachment constitutes the Product Attachment for the Medicaid Product.
2.4
Construction. Except as expressly provided herein, the terms and conditions of the
Agreement will remain unchanged and in full force and effect. In the event of a conflict between the provisions of
the Agreement and the provisions of this Attachment, this Attachment will govern with respect to health care services,
supplies or accommodations (including Covered Services) rendered to Covered Persons enrolled in the Medicaid
Product. To the extent any provision of this Attachment, or any provision of the Agreement as it relates to this
Attachment, (including any exhibit, attachment, or other document referenced herein) is inconsistent with or contrary
to any provision of the State Contract, the relevant provision of the State Contract shall have priority and control over
the matter. To the extent Provider or any Contracted Provider is unclear about its, his or her respective duties and
obligations, Provider or the applicable Contracted Provider shall request clarification from the Company.
3.
Term. This Attachment will be coterminous with the Agreement unless a party or a Contracted
Provider terminates the participation of the Contracted Provider in the Medicaid Product in accordance with the
applicable provisions of the Agreement or this Attachment. Notwithstanding the above, Health Plan may immediately
terminate this Attachment upon notice to Provider in the event that the State Contract is terminated or the Program
(or any aspect thereof) is no longer authorized by law (i.e., has been vacated by a court of law, CMS has withdrawn
federal authority for the program, or the program is the subject of a legislative repeal).
4.
Governmental Contract/Regulatory Requirements. Schedule A to this Attachment, which
is
incorporated herein by this reference, sets forth the special provisions that are applicable to the Medicaid Product
under the State Contract and the provisions that are required by the State Contract to be included in the Agreement
with respect to the Medicaid Product. Provider shall expressly impose these terms and obligations, in writing, on each
of its Contracted Providers, as such term is defined in the Agreement. Health Plan is and shall be a third-party
beneficiary of any agreement between Provider and its Contracted Providers with the right to directly enforce these
terms and condition upon Contracted Providers. Applicable State agencies have the right to modify, supplement,
amend and add to the terms, conditions and obligations set forth in Schedule A, and Contracted Providers shall be
bound by such changes. Citations to the State Contract are being provided herein for convenience only and shall not
affect the meaning or interpretation of the terms of this schedule. Such citations may become outdated as the State
Contract is amended from time to time.

Start of Page No. = 22
SCHEDULE A
GOVERNMENTAL CONTRACT REQUIREMENTS
This Schedule A sets forth the special provisions that are specific to the Delaware Medicaid Product under
the applicable State Contract.
1.
Definitions. The following terms shall have the meaning stated, unless the context clearly indicates
otherwise. In general, unless otherwise indicated, to improve the readability of Schedule A, the initial letter of each
word in a defined term is capitalized. Any capitalized terms used in this Schedule A not defined below shall have
the meaning assigned in the State Contract.
1.1
Abuse - For purposes of program integrity, in accordance with 42 CFR 455.2, provider practices that are
inconsistent with sound fiscal, business, or medical practices, and result in an unnecessary cost to the Medicaid and
CHIP program, or in reimbursement for services that are not Medically Necessary or that fail to meet professionally
recognized standards for health care. Abuse also includes client/member practices that result in unnecessary cost to
the Medicaid and CHIP program (see 42 CFR 455.2).
1.2
Adult - Except as otherwise specified in the State Contract, an individual age 18 years of age or older.
1.3
Adverse Benefit Determination - In accordance with 42 CFR 438.400(b), the denial or limited authorization
of a requested service, including determinations based on the type or level of service; requirements for Medical
Necessity (see Section 3.4.5, Medical Necessity Determination), appropriateness, setting, or effectiveness of a
Covered Service; the reduction, suspension, or termination of a previously authorized service; the denial, in whole or
in part, of payment for a service; the failure to provide services in a timely manner, as defined by the State; the failure
of the Health Plan to act within timeframes provided in the State Contract regarding the standard resolution of
Grievances and Appeals; and the denial of a member's request to dispute a financial liability, including cost sharing,
copayments, and other member financial liabilities. A denial, in whole or in part, of a payment for a service solely
because the claim does not meet the definition of "clean claim" is not an adverse benefit determination.
1.4
Appeal - In accordance with 42 CFR 438.400(b), a review by the Health Plan of an Adverse Benefit
Determination.
1.5
Assisted Living Facility - A licensed entity that provides assisted living services in a homelike and
integrated community setting. Assisted living services are defined in State law as a special combination of housing,
supportive services, supervision, personalized assistance and health care designed to respond to the individual needs
of those who need help with Activities of Daily Living (ADLs) and/or Instrumental Activities of Daily Living
(IADLs).
1.6
Behavioral Health - The umbrella term for mental health conditions (including psychiatric illnesses and
emotional disorders) and substance use disorders (involving addictive and chemical dependency disorders). The term
also refers to preventing and treating co-occurring mental health conditions and substance use disorders (SUDs).
1.7
Business Days - Monday through Friday, except for State of Delaware holidays.
1.8
Calendar Days - All seven days of the week, including State of Delaware holidays.
1.9
Caregiver - A person who is a family member or is unrelated to the member and is routinely involved in
providing unpaid support and assistance to the member.
1.10
Children's Health Insurance Program (CHIP) - The joint federal/State program of medical assistance for
uninsured children established by Title XXI of the Social Security Act, which in Delaware is administered by DMMA.
See Delaware Healthy Children Program (DHCP).

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1.11
Claim - In accordance with 42 CFR 447.45, (i) a bill for services submitted to the Health Plan manually or
electronically, (ii) a line item of service on a bill, or (iii) all services for one member within a bill, in a format
prescribed by the State.
1.12
Clean Claim - In accordance with 42 CFR 447.45, a Claim that can be processed without obtaining
additional information from the provider of the service or from a third-party. It includes a Claim with errors
originating in a State's Claims system. It does not include a Claim from a provider who is under investigation for
Fraud, Waste or Abuse, or a Claim under review for Medical Necessity.
1.13
Days - Calendar days unless otherwise specified.
1.14
Diamond State Health Plan (DSHP) - The program that provides services through a managed care delivery
system to Medicaid clients who are not eligible for Medicare or DSHP Plus LTSS and children in DHCP. DSHP
members are eligible to receive the DSHP benefit package described in Section 3.4.2 of the State Contract, DSHP
Benefit Package.
1.15
Diamond State Health Plan Plus (DSHP Plus) - The program that provides services through a managed
care delivery system to Medicaid clients with Medicare, clients participating in the Medicaid for Workers with
Disabilities (Medicaid Buy-in) program, and Medicaid clients who are eligible for DSHP Plus LTSS. DSHP Plus
members are eligible to receive the DSHP benefit package in Section 3.4.2 of the State Contract. DSHP Plus LTSS
members are eligible to receive both the DSHP benefit package described in Section 3.4.2 of the State Contract and
the DSHP Plus LTSS benefit package described in Section 3.4.3 of the State Contract, DSHP Plus LTSS Benefit
Package.
1.16 Diamond State Health Plan Plus Long Term Services and Supports (DSHP Plus LTSS) - The program
that provides services, including long term services and supports, through a managed care delivery system to DSHP
Plus members who meet nursing facility Level of Care or are "at risk" for nursing facility Level of Care, DSHP Plus
members who meet the hospital Level of Care criteria and have HIV/AIDS, and DSHP Plus members under age 21
who meet nursing facility Level of Care and reside in a nursing facility. DSHP Plus LTSS members are eligible to
receive both the DSHP benefit package described in Section 3.4.2 of the State Contract and the DSHP Plus LTSS
benefit package described in Section 3.4.3 of the State Contract.
1.17
Downstream Entity - Any entity that enters into a written arrangement with a Subcontractor or below the
level of a Subcontractor to provide administrative services pursuant to the State Contract. This includes all entities
with written arrangements that continue down to the level of the ultimate provider of the administrative service.
1.18
Early and Periodic Screening, Diagnostic and Treatment (EPSDT) - The federally required program for
clients under the age of 21, as defined in Section 1905(r) of the Social Security Act and 42 CFR Part 441, Subpart B.
It includes periodic comprehensive screening and diagnostic services to determine health care needs as well as the
provision of all Medically Necessary services listed in Section 1905(a) of the Social Security Act even if the service
is not available under the State's Medicaid plan.
1.19
Emergency Medical Condition - In accordance with 42 CFR 438.114, a medical condition manifesting
itself by acute symptoms of sufficient severity (including severe pain) that a prudent layperson, who possesses an
average knowledge of health and medicine, could reasonably expect the absence of immediate medical attention to
result in placing the health of the individual (or, with respect to a pregnant woman, the health of the woman or her
unborn child) in serious jeopardy, serious impairments to bodily functions, or serious dysfunction of any bodily organ
or part.
1.20
Emergency Services - In accordance with 42 CFR 438.114, covered inpatient and outpatient services that
are furnished by a provider that is qualified to furnish these services under Delaware Medicaid and that are needed
to evaluate or stabilize an Emergency Medical Condition.
1.21
Enroll/Enrollment - The process by which a client becomes a member of an MCO.

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1.22
Encounter Data - In accordance with the definition of enrollee encounter data in 42 CFR 438.2, the
information relating to the receipt of any item(s) or service(s) by a member under the State Contract that is subject to
the requirements of 42 CFR 438.242 and 438.818.
1.23
Federally Qualified Health Center (FQHC) - An entity that is receiving a grant under Section 330 of the
Public Health Service Act.
1.24 Fee-for-Service (FFS) - A method of making payment for health services based on a fee schedule that
specifies payment for defined services.
1.25
Fraud - In accordance with 42 CFR 455.2, an intentional deception or misrepresentation by a person or an
entity, with the knowledge that the deception could result in some unauthorized benefit to himself or some other
person. It includes any act that constitutes Fraud under applicable federal or State law.
1.26
Grievance - In accordance with 42 CFR 438.400(b), an expression of dissatisfaction about any matter other
than an Adverse Benefit Determination. Grievances may include, but are not limited to, the quality of care or services
provided and aspects of interpersonal relationships, such as rudeness of a provider or employee or failure to respect
the member's rights regardless of whether remedial action is requested. Grievance includes a member's right to
dispute an extension of time proposed by the Health Plan to make an authorization decision.
1.27
Grievance and Appeal System - In accordance with 42 CFR 438.400(b), the processes the Health Plan
implements to handle Grievances and Appeals of an Adverse Benefit Determination, as well as the processes to
collect and track information about Grievances and Appeals.
1.28
Health Care Services - In accordance with 42 CFR 438.320, all Medicaid services provided by the Health
Plan in any setting, including, but not limited to, physical health services, Behavioral Health services and LTSS.
1.29
Health-Related Social Need (HRSN) - An individual member social need that adversely impacts the
member's health or health care utilization. Examples include: housing instability and quality (e.g., homelessness,
poor housing quality, inability to pay mortgage/rent); utility needs (e.g., difficulty paying utility bills); food
insecurity; interpersonal violence (e.g., intimate partner violence, elder abuse, child maltreatment); transportation
needs beyond medical transportation; family and social supports (e.g., prenatal support services, child care, social
isolation, respite services, caregiver support); education (e.g., English as a Second Language (ESL), General
Education Development (GED), or other education programs); and employment and income.
1.30
Home and Community Based Services (HCBS) - Services that are provided to DSHP Plus LTSS members
residing in homelike and integrated community settings as an alternative to long term care institutional placement.
1.31
Law - Statutes, codes, rules, regulations, and/or court rulings.
1.32 Level of Care (LOC) - The type of long term services and supports required by a member based on the
member's medical and functional needs as determined by the State's Pre-Admission Evaluation (PAE), which
includes nursing facility Level of Care, Level of Care for individuals at risk of institutionalization and acute hospital
Level of Care.
1.33 Limited English Proficiency (LEP) - In accordance with 42 CFR 438.10, potential member or member
who does not speak English as their primary language and who has a limited ability to read, write, speak, or
understand English, and may be eligible to receive language assistance for a particular type of service, benefit, or
encounter.
1.34
List of Excluded Individuals and Entities (LEIE) - A database of individuals and entities excluded from
federally-funded health care programs maintained by the Department of Health and Human Services Office of the
Inspector General.

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1.35
Long Term Services and Supports (LTSS) - In accordance with 42 CFR 438.2, the services and supports
described in Section 3.4.3 of the State Contract provided to DSHP Plus LTSS members who have functional
limitations and/or chronic illness that have the primary purpose of supporting the ability of the member to live or
work in the setting of their choice, which may include the individual's home, a worksite, a provider-owned or
controlled residential setting, a nursing facility, or other institutional setting.
1.36
Managed Care Organization (MCO) - Any entity that meets the requirements of 42 CFR 438.2 and is
under contract with the State of Delaware to provide services to DSHP and DSHP Plus members.
1.37 Marketing - In accordance with 42 CFR 438.104, any communication from the Health Plan to a client who
is not Enrolled with Health Plan, that can reasonably be interpreted as intended to influence the client to Enroll with
Health Plan, or whether or not Enroll in, or to Transfer from another MCO. Marketing does not include
communication to a client from the issuer of a qualified health plan, as defined in 45 CFR 155.20 about the qualified
health plan.
1.38
Marketing Materials - In accordance with 42 CFR 438.104, materials that are produced in any medium by
or
on behalf of the Health Plan that can reasonably be interpreted as intended Marketing to potential members.
1.39
Medicaid - The joint federal/State program of medical assistance established by Title XIX of the Social
Security Act, 42 USC 1396 et seq., which in Delaware is administered by DMMA.
1.40
Medicaid State Plan (State Plan) - A comprehensive written plan submitted by the State and approved by
CMS that describes the nature and scope of the State's Medicaid program, including, but not limited to, eligibility
standards, provider requirements, payment methods, and Health Care Services.
1.41
Medically Necessary or Medical Necessity - See Section 3.4.5 of the State Contract, Medical Necessity
Determination.
1.42 Medicare - The medical assistance program authorized by Title XVIII of the Social Security Act.
1.43 Member (also Covered Person) - In accordance with the definition of enrollee in 42 CFR 438.2, a Medicaid
or DHCP client who Enrolls with Health Plan under the provisions of the State Contract (see Section 3.2 of the State
Contract). Includes both DSHP and DSHP Plus members and their representatives.
1.44
Nursing Facility (NF) - A facility that meets the requirements of Sections 1819 or 1919 of the Social
Security Act and 42 CFR Part 483 and is licensed and certified as a Medicaid nursing facility.
1.45 Overpayment - In accordance with 42 CFR 438.2, any payment made to a participating provider by the
Health Plan to which the participating provider is not entitled to under Title XIX of the Social Security Act or any
payment to a Health Plan by the State to which the Health Plan is not entitled.
1.46
Participating Provider - In accordance with the definition of network provider in 42 CFR 438.2, any
provider, group of providers, or entity that is employed by or has signed a provider participation agreement with the
Health Plan or Subcontractor/Downstream Entity, and receives Medicaid funding directly or indirectly to order, refer,
or provide Health Care Services. A Participating Provider is not a Subcontractor/Downstream Entity by virtue of the
participation agreement. Participating Provider does not include Self-Directed HCBS Employees; nor does
Participating Provider include the provider of support for Self-Directed HCBS.
1.47
Patient Liability - The amount of a member's income, as determined by the State, to be collected each
month to help pay for the member's LTSS.

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1.48
Peer Review - An evaluation of the professional practices of a provider by the provider's peers. The
evaluation assesses the necessity, appropriateness and quality of care furnished by the provider in comparison to care
customarily furnished by the provider's peers and consistency with recognized health care standards.
1.49
Potential Member - In accordance with the definition of potential enrollee in 42 CFR 438.2, a client who is
subject to mandatory Enrollment in DSHP or DSHP Plus, but who is not yet a member of a specific MCO.
1.50
Pre-Admission Screening and Resident Review (PASRR) - A federal requirement (see Section 1919(e)(7)
of the Social Security Act and 42 CFR Part 483, Subpart C) to help ensure that individuals are not inappropriately
placed in nursing facilities for long term services and supports. PASRR requires that (i) all applicants to a Medicaid
certified nursing facility be evaluated for mental illness and/or intellectual disability; (ii) be offered the most
appropriate setting for their needs (in the community, a nursing facility, or acute care settings); and (iii) receive the
services they need in those settings.
1.51
Primary Care - In accordance with 42 CFR 438.2, all Health Care Services and laboratory services
customarily furnished by or through a general practitioner, family physician, internal medicine physician,
obstetrician/gynecologist (OB/GYN), pediatrician, or other licensed practitioner as authorized by the State, to the
extent the furnishing of those services is legally authorized in the State in which the practitioner furnishes them.
1.52
Primary Care Provider (PCP) - A provider that has the responsibility for coordinating and providing
Primary Care to members, initiating referrals for specialist care and maintaining the continuity of the member's care,
as further described in Section 3.9.10 of the State Contract, Primary Care Provider.
1.53
Promoting Optimal Mental Health for Individuals through Supports and Empowerment (PROMISE)
- A program administered by the Division of Substance Abuse and Mental Health (DSAMH) that provides HCBS in
the most integrated setting to Adults meeting targeted Behavioral Health diagnostic and functional limitations.
1.54
Protected Health Information (PHI) - Per 45 CFR 160 and 45 CFR 164, individually identifiable health
information that is transmitted by electronic media, maintained in electronic media, or transmitted or maintained in
any other form or medium.
1.55
Provider Preventable Conditions (PPCs) - The minimum set of conditions, including infections and events
that have been identified for non-payment according to Delaware's Medicaid State Plan.
1.56
Quality Management/Quality Improvement (QM/QI) - The process of developing and implementing
strategies to ensure the delivery of available, accessible, timely, and Medically Necessary Health Care Services that
meet optimal clinical standards. This includes the identification of key measures of performance, discovery and data
collection processes, identification and remediation of issues, and systems improvement activities.
1.57
Readily Accessible - In accordance with 42 CFR 438.10, electronic information and services that comply
with modern accessibility standards such as Section 508 guidelines, Section 504 of the Rehabilitation Act, and W3C's
Web Content Accessibility Guidelines (WCAG) 2.0 AA and successor versions.
1.58
Related Entity - Any entity related to the Health Plan by common ownership or control. A Related Entity
includes but is not limited to agents, managing employees, individuals with an ownership or controlling interest in
the Health Plan and their immediate families, wholly-owned subsidiaries or suppliers, parent companies, sister
companies, holding companies, and other entities controlled or managed by any such entities or individuals.
1.59 Representative - A person who has the legal right to make decisions on behalf of a member, including
parents of un-emancipated minors, guardians, and agents designated pursuant to a power of attorney for health care.
For DSHP Plus LTSS members, this includes a person empowered by law, judicial order or power of attorney, or
otherwise authorized by the DSHP Plus LTSS member to make decisions on behalf of the member. For members
enrolled in the Division of Developmental Disabilities Services (DDDS) Lifespan Waiver, this term includes persons

Start of Page No. = 27
empowered by law, judicial order or power of attorney, through a supported decision-making agreement, or otherwise
authorized by the member to make decisions on behalf of the member.
1.60
Routine Care - The treatment of a condition that would have no adverse effects if not treated within 48
hours or could be treated in a less acute setting (e.g., physician's office) or by the patient.
1.61
Specialized Services for Nursing Facility Residents (Specialized Services) - Any service or support
recommended by an individualized Level II determination that a particular nursing facility resident requires due to
mental illness or to intellectual disability or related condition that supplements the scope of services that the facility
must provide under reimbursement as nursing facility services and is authorized by the State. Includes both
Specialized Services for Nursing Facility Residents with Mental Illness and Specialized Services for Nursing Facility
Residents with Developmental Disabilities.
1.62 Specialized Services for Nursing Facility Residents with Mental Illness - Any service or support
recommended by an individualized Level II determination that a particular nursing facility resident requires due to
mental illness that supplements the scope of services that the facility must provide under reimbursement as nursing
facility services and is authorized by DSAMH.
1.63
Specialized Services for Nursing Facility Residents with Developmental Disabilities - Any service or
support recommended by an individualized Level II determination that a particular nursing facility resident requires
due to intellectual disability or related condition that supplements the scope of services that the facility must provide
under reimbursement as nursing facility services and is authorized by DDDS.
1.64
State - The State of Delaware, including, but not limited to, any entity or authorized representative of the
State.
1.65
State Fair Hearing - In accordance with 42 CFR 438.400(b), the process set forth in 42 CFR Part 431,
Subpart E and Title 16 DE Admin Code 5000.
1.66
Subcontract A written or verbal agreement entered into by the Health Plan with any organization or person,
including a Related Entity, to perform any administrative function or service for the Health Plan specifically related
to securing or fulfilling the Health Plan's administrative obligations to the State under the terms of the State Contract
(e.g., credentialing, Claims processing) when the intent of such an agreement is to delegate the responsibility for any
administrative functions required by the State Contract. This shall include any and all agreements with any and all
Subcontractors related to securing or fulfilling the Health Plan's administrative obligations to the State under the
terms of the State Contract. If the Subcontract includes the provision or securing the provision of Health Care Services
to members, the Health Plan shall ensure that all requirements described in Section 3.10 of the State Contract,
Provider Participation Agreements, are included in the Subcontract and/or a separate provider participation agreement
is executed by the appropriate parties. A provider participation agreement is not considered a Subcontract.
1.67
Subcontractor - In accordance with 42 CFR 438.2, any individual or entity, including a Related Entity, that
has entered into a Subcontract to provide any function or service for the Health Plan specifically related to securing
or fulfilling the Health Plan's obligations to the State under the terms of the State Contract. Subcontractor does not
include a Participating Provider unless the Participating Provider is responsible for services other than providing
Health Care Services pursuant to a provider participation agreement.
1.68
Third-party - For purposes of the definition of Third-party Liability (TPL), in accordance with 42 CFR
433.136, any individual, entity or program that is or may be liable to pay all or part of the expenditures for Health
Care Services.
1.69
Third-party Liability (TPL) - Any amount due for all or part of the cost of Health Care Services from a
Third-party.
1.70
Transfer - A member's change from Enrollment in one MCO to Enrollment in a different MCO.

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1.71
Trauma-Informed Care - The delivery of care in a manner that understands and considers the pervasive
nature of trauma and promotes environments of healing and recovery rather than practices and services that may
inadvertently re-traumatize.
1.72
Urgent Care - Treatment of a condition that is potentially harmful to a patient's health and for which it is
Medically Necessary for the patient to receive treatment within 48 hours to prevent deterioration.
1.73
Utilization Management (UM) - A system for reviewing the appropriate and efficient allocation of Health
Care Services that are provided, or proposed to be provided, to a member.
1.74
Waste - Health care spending that can be eliminated without reducing quality of care.
2.
Requirements Applicable to Providers:
2.1
Compliance with Law and State Contract. Provider and its Contracted Providers agree to abide by all State
and federal law and program requirements applicable to the Provider and its Contracted Providers. The Agreement
incorporates by reference all applicable federal and State laws, and those revisions of applicable federal and State
laws are automatically incorporated into the Agreement as they become effective. ($3.10.2.1.42) If any requirement
in the Agreement is determined by the State to conflict with the State Contract, such requirement shall be null and
void and all other provisions shall remain in full force and effect. ($3.10.2.1.59) Moreover, no other terms or
conditions agreed to by the Health Plan and Provider shall negate or supersede the requirements listed in Section
3.10.1 or Section 3.10.2 of the State Contract. ($3.10.2.2)
2.2
Amendments. Provider understands and agrees: (i) any changes to the Agreement that may materially affect
members must be approved by the State prior to execution ($3.10.1.2); (ii) the Agreement shall be revised, modified
and amended, as directed by the State. ($3.10.1.4)
2.3
Training. Provider and its Contracted Providers shall participate in such training provided by Health Plan as
Health Plan deems reasonably necessary to ensure satisfactory performance of the State Contract. ($3.10.1.5)
2.4
No Exclusivity. Notwithstanding anything herein to the contrary, in no event is Provider prohibited from
providing services for any other MCO or entering into a contractual relationship with another MCO. (§§3.10.1.6 and
3.10.1.7)
2.5
No Restriction. Notwithstanding anything contained in the Agreement to the contrary and in accordance with
42
CFR 438.102, Provider and its Contracted Providers understand that, if acting within the lawful scope of practice,
Provider and Contracted Providers are not prohibited or restricted from advising or advocating for a Covered Person
who is a patient in the following areas: (i) the Covered Person's health status, medical care or treatment for the
Covered Person's condition of disease including any alternative treatment that may be self-administered, regardless
of whether such care or treatment are Covered Service; (ii) any information the Covered Person needs in order to
decide among relevant treatment options; (iii) the risks, benefits and consequences of treatment or non-treatment;
and (iv) the Covered Person's right to participate in decisions regarding their health care, including the right to refuse
treatment, and to express preferences about future treatment decisions. (§§3.9.6 and 3.10.1.9)
2.6
No Arbitrary Denial or Reduction. In accordance with 42 CFR 438.210, Provider and its Contracted
Providers may not arbitrarily deny or reduce the amount, duration, or scope of required services solely because of
the Covered Person's diagnosis, type of illness, or condition. (§§3.4.5.2 and 3.10.2.1.3)
2.7
Medical Necessity. Provider and its Contracted Providers shall render Covered Services in accordance with
Medical Necessity as defined in the State Contract. (§§ 3.4.5.1 and 3.10.2.1.4)
2.8
Entire Agreement. The Agreement, and its attachments, contain all the terms and conditions agreed upon by
Health Plan and Provider. ($3.10.2.1.7)

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2.9
Accessibility and Appointments. Provider and its Contracted Providers shall comply with applicable access
requirements, including, but not limited to, the following: (§§3.9.15.3.8 and 3.10.2.1.8)
General Standards:
a. Emergency Services are available 24 hours a day, seven days a week.
b. PCP appointments that meet the definition of an "emergency condition" are available the same day.
Examples of emergency conditions are: high-grade fever, persistent vomiting or diarrhea or symptoms
which are of sudden or severe onset but which do not require emergency room services.
C. PCP appointments for Urgent Care are available within two Calendar Days. Examples of Urgent
Care include: persistent rash, non-specific pain, or severe sore throat or cough.
d. Routine Care appointments (e.g., well-child exams, routine physical exams) are available within
three weeks of Covered Person request.
Specialty Services:
a. Emergency care on an immediate basis, at the nearest facility available, regardless of whether the
facility is a participating provider.
b. Urgent Care appointments within 48 hours of Covered Person request.
c.
Routine appointments within three weeks of Covered Person request.
Maternity Care:
a.
First trimester within three weeks of Covered Person request.
b. Second trimester within seven Calendar Days of Covered Person request.
c.
Third trimester within three Calendar Days of Covered Person request.
d. High-risk pregnancies within three Calendar Days of identification of high risk by the Health Plan
or maternity care provider, or immediately if an emergency exists.
Behavioral Health:
a. Emergency Services within 24 hours of request.
b. Immediate treatment for Covered Persons experiencing a Behavioral Health crisis, including a
mobile team response based on the acuity of the Covered Person and not to exceed one hour from the
request.
C. Follow-up outpatient services within two Business Days for:
i.
Covered Persons being discharged from an inpatient or residential setting to a community
placement; and
ii.
Covered Persons seen in an emergency room, or by a Behavioral Health crisis provider for a
Behavioral Health condition.
d. Routine outpatient services within seven Calendar Days of request with a non-prescribing clinician
for an initial assessment.

Start of Page No. = 30
e. Non-emergency outpatient services within three weeks of request for prescribing clinician services.
Office Waiting Times:
Covered Persons with appointments shall not wait longer than one hour. Office visits can be delayed
when Contracted Providers "work in" urgent cases, when a serious problem is found, or when a patient
had an unknown need that requires more services or education than was described at the time the
appointment was made. If Contracted Provider is delayed, Covered Persons must be notified as soon as
possible SO they understand the delay. If the delay will result in a more than a 90 minute wait, then the
Covered Person must be offered a new appointment.
Contracted Provider shall offer hours of operation that are no less than the hours of operation offered to
commercial patients. ($3.10.2.1.52)
Contracted Provider shall maintain a master history of appointments for a minimum of one year from the
date of service to allow for monitoring and investigation of Grievances related to scheduling.
(§3.9.15.3.5) If Contracted Provider fails to comply with appointment standards, then, upon Health
Plan's request, Contracted Provider shall implement a corrective action plan to remedy such failure.
(§3.9.15.3.7)
2.10
Laboratory Services. If Contracted Provider performs laboratory services, Contracted Provider must meet
all
applicable requirements of the Clinical Laboratory Improvement Amendments (CLIA) of 1988, including either
a CLIA certification or waiver of certification with a CLIA identification number. ($3.10.2.1.9)
2.11
Record Keeping, Inspections and Audits.
a.
Contracted Provider shall maintain and share, as appropriate, complete and accurate medical records
in accordance with the Health Plan's policies and in accordance with professional standards. Provider shall
maintain complete and accurate medical records for each member. Complete medical records shall include,
but are not limited to, medical charts, hospital records, physician specialists, consultant and other providers'
findings, and other documentation sufficient to disclose the quantity, quality, appropriateness, and timeliness
of services provided. The content of medical records shall be consistent with the utilization control
requirements in 42 CFR Part 456. Medical records must also be: (i) maintained in a detailed and
comprehensive manner that conforms to good professional health care practice, permits effective professional
review and audit processes, and facilitates an adequate system for follow-up treatment. Medical records must
be legible, signed, and dated; (ii) documented accurately and in a timely manner, are Readily Accessible, and
permit prompt and systemic retrieval of information; (iii) maintained in a confidential manner consistent with
applicable law; (iv) promptly transferred to other providers of the Covered Person, without charge, for the
medical management of the Covered Person; (v) forwarded to the new PCP of Covered Person within 10
Business Days of request; (vi) available without charge to duly authorized representatives of the State and
CMS to evaluate, through inspections or other means, the quality, appropriateness and timeliness of services
provided; (vii) available to Health Plan without charge upon request; (viii) amended or corrected upon request
of a Covered Person consistent with 45 CFR Part 164; and (ix) maintained for a minimum of 10 years from
the expiration of the State Contract. (§§ 3.13.13 and 3.10.2.1.10)
b. Contracted Provider shall maintain an adequate record system, including, but not limited to, medical
and financial records, and all records shall be retained for 10 years from the close of the Agreement or until
all evaluations, audits, reviews or investigations or prosecutions are completed, if longer than 10 years.
(§§6.3.3 and 3.10.2.1.11)
C. Contracted Provider shall give the State or its authorized representative, such as MFCU, any federal
oversight agency, such as DHHS and the DOJ, and any other authorized federal agency, including authorized
representatives of the federal agency, immediate access to the Contracted Provider's records upon request,
including records requested for fiscal audit, medical audit, medical review, utilization review, and other

Start of Page No. = 31
periodic monitoring as well as for administrative, civil and criminal investigations or prosecutions. HIPAA
does not bar disclosure of Protected Health Information (PHI) to the State, authorized federal agencies, or
authorized representatives of the State or federal agency. (§§6.3.1 and 3.10.2.1.12)
d. Contracted Provider shall give the State and/or its authorized representatives and the federal
government and/or its authorized representatives during normal business hours the right to enter into the
premises of the provider, to inspect, monitor, audit, or otherwise evaluate the work being performed. (§§6.3
and 3.10.2.1.13)
e. Contracted Provider shall cooperate with any State or federal inspection, evaluation, review, audit or
investigation. ($3.10.2.1.14)
2.12
Health Plan's Obligations to State; Manuals and Handbooks; and Service Denials. Health Plan's
responsibilities to the State are as set forth in the State Contract. Provider and its Contracted Providers acknowledges
receipt of access to Health Plan's member handbook and Provider Manual. Health Plan will notify Contracted
Provider of any denied requests for service authorizations. ($3.10.2.1.15)
2.13
Suspension, Termination, and Corrective Action.
a. The Agreement may be suspended by Health Plan if Provider is suspended by the Delaware Medicaid
program. (§§3.16, 3.10.2.1.16, 3.16.4.9)
b. The Agreement may be terminated consistent with the termination provisions in the base Agreement
and the grounds for termination include: (i) if the provider is terminated from participation in the Delaware
Medicaid program, another Medicaid program, or Medicare; (ii) for breach of the Agreement; and (iii) any
violation of applicable State or federal law. Health Plan will provide written notice of contract termination
in accordance with Section 3.9.16.4 of the State Contract, Network Changes. (§§3.10.2.1.17 and 3.16.4.10)
C. Health Plan will monitor the quality of Covered Services delivered under the Agreement and will
initiate corrective action where necessary to improve quality of care, in accordance with that level of medical,
Behavioral Health, or LTSS that is recognized as acceptable professional practice in the respective
community in which Provider practices and/or the standards established by the State. ($3.10.2.1.18)
d. Provider and its Contracted Providers will comply with corrective action plans initiated by or
requested by Health Plan. ($3.10.2.1.20)
e. The main body of the Agreement addresses amending the Agreement. Notwithstanding anything
contained in the Agreement to the contrary, in the event the Agreement does not require amendments to be
valid only when reduced to writing, duly signed and attached to the original of the Agreement, the Agreement
shall allow at least 30 Calendar Days to give notice of rejection and require that receipt of notification of
amendments be documented (e.g., certified mail, facsimile, hand-delivered receipt). ($3.10.2.1.43)
f. Health Plan may suspend, deny, refuse to renew or terminate the Agreement in accordance with the
terms of the State Contract with the State and applicable law and regulation. ($3.10.2.1.44)
g. The State reserves the right to direct the Health Plan to terminate or modify the Agreement when the
State determines it to be in the best interest of the State. ($3.10.2.1.45)
h. Provider and Health Plan recognize that in the event of termination of the State Contract, Provider
shall immediately make available to the State, or its designated representative, in a usable form, any or all
records, whether medical or financial, related to Provider's activities undertaken pursuant to the Agreement.
The provision of such records shall be at no expense to the State. ($3.10.2.1.46)

Start of Page No. = 32
2.14
Cooperation with Policies. Provider will participate in and cooperate with any QM/QI monitoring, UM, Peer
Review and/or Appeal procedures established by the Health Plan and/or the State, including any remediation or
quality improvement activities. ($3.10.2.1.19)
2.15
Emergency Services. Emergency Services shall be rendered without the requirement of prior authorization
of any kind. ($3.10.2.1.21)
2.16
Confidentiality. Covered Person information shall be kept confidential, in accordance with federal and State
law. ($3.10.2.1.22)
2.17
Timely Submission of Reports. Provider and its Contracted Providers shall timely submit all reports and
clinical information required by Health Plan. ($3.10.2.1.23)
2.18
Prescription Monitoring. Provider and its Contracted Providers shall comply with the requirements of the
Delaware Prescription Monitoring Program (PMP), to query the PMP to view information about client usage before
prescribing Schedule II or III controlled substances, and to document the results of the query in the Covered Person's
record. ($3.10.2.1.24)
2.19
Claims Submission and Payment for Covered Services.
a. Health Plan shall only pay Contracted Providers for Covered Services (i) provided in accordance
with the requirements of the State Contract, the Health Plan's policies and procedures implementing the State
Contract, and State and federal law and (ii) provided to the Health Plan's Covered Person. Moreover,
Contracted Provider is responsible for (i) ensuring that any applicable authorization requirements are met
and (ii) verifying that a Covered Person is eligible for services on the date of service. ($3.10.2.1.25)
b. Contracted Provider shall promptly submit information needed to make payment. Contracted
Provider shall have 120 Calendar Days from the date of rendering a Covered Service to file a Claim with the
Health Plan except in situations regarding coordination of benefits or subrogation in which case Contracted
Provider is pursuing payment from a Third-party or if a Covered Person is Enrolled with Health Plan with a
retroactive eligibility date. In situations of Third-party benefits, the maximum timeframes for filing a Claim
shall begin on the date that the Third-party documented resolution of the Claim. In situations of Enrollment
with Health Plan with a retroactive eligibility date, the timeframes for filing a Claim shall begin on the date
that Health Plan receives notification from the State of the Covered Person's eligibility/Enrollment.
($3.10.2.1.26)
c. Subject to the "Claims Submission, Processing and Compensation" provisions of the Agreement,
Contracted Provider must submit a Clean Claim for reimbursement within 120 Calendar Days from the date
of a Covered Service. (§§3.10.2.1.27 and 3.18.1.1.13)
d. Health Plan may suspend payment to Contracted Provider if directed by the State. (§§3.16 and
3.10.2.1.28)
e. Any physician incentive plan and any other pay for performance programs to which Provider is
subject are set forth in the Compensation Schedule(s) and/or or the Provider Manual. ($3.10.2.1.30)
f.
Provider shall accept payment or appropriate denial made by the Health Plan (or, if applicable,
payment by the Health Plan that is supplementary to the Covered Person's Third-party payor) plus the amount
of any applicable Covered Person's cost sharing responsibilities, as payment in full for Covered Services or
additional services provided and shall not solicit or accept any payment from the Covered Person in excess
of the amount of applicable Covered Person cost sharing responsibilities. ($3.10.2.1.31)
g. Health Plan will suspend payments to Contracted Provider if the State determines there is a credible
allegation of Fraud in accordance with 42 CFR 455.23 or Contracted Provider is excluded from participation
(§§3.11.1.10, 3.16.1.11, and 3.16.4.8)

Start of Page No. = 33
h. If Contracted Provider is compensated via an arrangement other than FFS (e.g., capitation, bundled
payment, and shared savings) the following apply: ($3.10.2.1.32)
i. If Provider becomes aware for any reason that it is not entitled to a payment for a particular
Covered Person (a patient dies, for example), Provider shall immediately notify both the Health
Plan and the State by certified mail, return receipt requested ($3.10.2.1.32.1); and
ii. Provider shall promptly submit utilization or Encounter Data as specified by the Health Plan SO
as to ensure the Health Plan's ability to submit Encounter Data to the State that meets the same
standards of completeness and accuracy as required for proper adjudication of FFS Claims.
($3.10.2.1.32.2)
2.20
Program Integrity. Provider and its Contracted Providers shall comply with program integrity requirements
described in Section 3.16 of the State Contract, including, but not limited to:
a. identification and reporting of suspected Fraud, Waste and Abuse ("FWA"). ($3.10.2.1.33)
b. complying with Health Plan's FWA policies and procedures (§§3.16.1.1)
C. complying with all federal and State law regarding FWA, including, but not limited to, Sections
1128, 1128J(d), 1156, 1902(a)(39), 1902(a)(68), 1866(j)(5), 1903 and 1932(d)(1) of the Social Security Act
and 42 CFR Parts 431, 433, 434, 435, 438, 441, 447, 455 and 1001. (§3.16.1.2)
d. maintaining Enrollment in Delaware Medical Assistance Program (DMAP) (and complying with
related requirements). (§3.16.1.3) Health Plan will not make payment to Contracted Provider if Contracted
Provider is not enrolled with DMAP, except as otherwise provided in Section 3.9.8 of the State Contract
captioned, "Provider Screening and Enrollment with DMAP." (§3.11.1.6)
e. In accordance with Section 1932(d)(1) of the Social Security Act and 42 CFR 438.610, the Provider
shall not be or become debarred, suspended, or otherwise excluded from participating in procurement
activities under the Federal Acquisition Regulation (FAR) or from participating in non-procurement activities
under regulations issued under Executive Order No. 12549 or under guidelines implementing Executive
Order 12549 or be affiliated, as defined in the FAR at 48 CFR 2.101, of such an entity or individual.
Moreover, Provider shall not be an individual or an entity that is excluded from participation in any federal
health care program under Section 1128 or 1128A of the Social Security Act. Provider shall immediately
notify Health Plan in writing of any such circumstance. (§3.16.2.1)
f.
Provider and its Contracted Providers shall cooperate with any and all FWA investigations of Health
Plan. (§3.16.4)
2.21
Overpayments. Provider shall comply with federal and State policy regarding overpayments, including, but
not limited to, reporting overpayments and, when it is applicable, returning overpayments to the Health Plan within
60 Calendar Days from the date the overpayment is identified. Overpayments that are not reported and returned
within 60 Calendar Days from the date the overpayment was identified may result in a penalty pursuant to State or
federal law. (§§3.10.2.1.34 and 3.16.5)
2.22
Assignment of State Funds/Payments. Any reassignment of payment by Provider must be made in
accordance with all 42 CFR 447.10. Provider shall not be permitted to assign State funds/payments to billing agents
or alternative payees without executing a billing agent or alternative payee assignment agreement. Provider must
ensure that billing agents and alternative payees are subject to initial and monthly federal exclusion (LEIE) and
debarment (SAM) screening if the alternative payee assignment is on-going. Further, direct and indirect payments to
out of country individuals and/or entities are prohibited. (§$3.10.2.1.35 and 3.11.1.7)
2.23
Exclusion Screening. Provider shall screen its employees and contractors initially and on an ongoing monthly
basis to determine whether any of them has been excluded from participation in Medicare, Medicaid, CHIP, or any

Start of Page No. = 34
federal health care programs (as defined in Section 1128B(f) of the Social Security Act) and not employ or contract
with an individual or entity that has been excluded or debarred. Provider must immediately report to the Health Plan
any exclusion information discovered. Provider is aware that civil monetary penalties may be imposed by the State
or federal government against providers who employ or enter into contracts with excluded individuals or entities to
provide items or services to Covered Persons. ($3.10.2.1.36)
2.24
Certification of Compliance. Provider understands and agrees that each Claim the Provider submits to the
State or the Health Plan constitutes a certification that the Provider has complied with all applicable federal and State
law (including, but not limited to, the federal Anti-Kickback Statute and the Stark Law) and program requirements,
in connection with such Claims and the services provided therein. ($3.10.2.1.37)
2.25
Obligation to Report & Notify.
a.
Provider shall report suspected Abuse, neglect and financial exploitation of Adults and suspected
Abuse or neglect of children in accordance with State law. ($3.10.2.1.38)
b. For DSHP Plus LTSS Covered Persons, Provider shall facilitate notification of the Covered Person's
case manager by notifying the Health Plan, in accordance with the Health Plan's processes, as expeditiously
as warranted by the Covered Person's circumstances, of any known significant changes in the Covered
Person's condition or care, hospitalizations, or recommendations for additional services. ($3.10.2.1.39)
c. For Covered Persons participating in PROMISE, Provider shall facilitate notification of the Covered
Person's DSAMH care manager by notifying DSAMH, in accordance with DSAMH's processes, as
expeditiously as warranted by the Covered Person's circumstances, of any known significant changes in the
Covered Person's condition or care, hospitalizations, or recommendations for additional services.
($3.10.2.1.40)
2.26
Insurance. Provider shall secure all necessary liability and malpractice insurance coverage as is necessary to
adequately protect the Health Plan's Covered Persons and the Health Plan under the Agreement. Provider shall
maintain such insurance coverage at all times during the term of the Agreement and upon execution of the Agreement
furnish the Health Plan with written verification of the existence of such coverage. ($3.10.2.1.41)
2.27
Conflict of Interest. Provider agrees to the following: (§§3.10.2.1.47 and 6.12.3)
a. No official or employee of the State of Delaware or the federal government who exercises any
functions or responsibilities in the review or approval of the undertaking or carrying out of the State Contract
or the Enrollment processes specified in 42 CFR 438.54(b) shall voluntarily acquire any personal interest,
direct or indirect, in the Agreement.
b. Provider represents and covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of its services under
the Agreement. Provider further covenants that, in the performance of the Agreement, no person having any
such known interests shall be employed.
C. In accordance with 42 CFR 438.604(a)(6), Provider shall disclose information on individuals,
entities, or corporations with an ownership or control interest in Provider (as described in 42 CFR 455.104)
and any Subcontractors/Downstream Entities to the State at the time required by Applicable Law.
d. The Agreement may be terminated by Health Plan and/or the State if it is determined that Provider,
its officers, agents, employees, or Subcontractors/Downstream Entities offered or gave wages, compensation,
gratuities or gifts of any kind to any officials or employees of the State of Delaware.
e. Provider certifies that no member of or delegate to Congress, or employee of any federal agency has
or will benefit financially or materially from the Agreement.

Start of Page No. = 35
f. In the event that the Agreement is terminated under this section, Health Plan and/or State shall be
entitled to pursue the same remedies against Provider as it could pursue in the event of a breach of the
Agreement by Provider.
g. The rights and remedies provided for in this section of the are in addition to any rights and remedies
provided under law.
2.28
Lobbying. By signing the Agreement, Provider certifies, to the best of its knowledge and belief, that federal
funds have not been used for lobbying as prohibited by 31 USC 1352 and 45 CFR Part 93. Provider shall disclose
any lobbying activities using non-federal funds in accordance with 45 CFR Part 93. (§§3.10.2.1.47 and 6.1.13)
2.29
Indemnification. In accordance with the same terms and conditions of Section 6.6 of the State Contract (under
which Health Plan indemnifies, defends, protects and holds harmless the State of Delaware (and the other identified
persons)), at all times during the term of the State Contract, Provider shall indemnify and hold harmless the State of
Delaware (and those same identified persons) from all claims, losses, or suits relating to activities undertaken
pursuant to the State Contract. Those provisions of Section 6.6 of the State Contract are incorporated herein in its
entirety. ($3.10.2.1.48)
2.30
Provider Preventable Conditions (PPCs).
a. In accordance with 42 CFR 438.3(g): (i) as a condition to payment by Health Plan, Provider shall
identify and report to Health Plan all PPCs and shall report in Encounter Data all PPCs (as set forth in 42
CFR 434.6(a)(12) and 42 CFR 447.26); and (ii) Health Plan will not pay for PPCs. (§§3.10.2.1.49 and
3.11.4.1)
b. Health Plan will not pay for PPCs, as defined in DMMA's policy manual, unless they fall into one
of the two exceptions: ($3.11.4.2)
i.
Health Plan will not impose a reduction in payment for a PPC when the condition defined as a
PPC for a particular patient existed prior to the initiation of treatment for that patient by Provider.
($3.11.4.2.1)
ii.
Health Plan may limit reductions in payment to Provider to the extent that the following apply:
($3.11.4.2.2)
A. The identified PPC would otherwise result in an increase in payment. ($3.11.4.2.2.1)
B. Health Plan can reasonably isolate for nonpayment the portion of the payment directly
related to treatment for, and related to, the PPC. ($3.11.4.2.2.2)
C. Provider agrees to comply with the reporting requirements in 42 CFR 447.26(d) as a condition of
payment from Health Plan. Provider shall identify PPCs that are associated with Claims (see Section 3.18.4
of the State Contract). (§3.11.4.2.3)
2.31
Imposition of Sanctions. In addition to any other express rights of Health Plan as may be set forth in the
Agreement, in the event of a failure by Provider to comply with the requirements of the Agreement, including, but
not limited to, Provider's failure or refusal to respond to the Health Plan's request for information such as medical
records, Health Plan may exercise its termination rights as set forth in the applicable sections of the Agreement. At
the Health Plan's discretion or as directed by the State, the Health Plan shall impose financial consequences against
the Provider as appropriate. ($3.10.2.1.50)
2.32
Prohibition Against Promoting State Custody. Provider is not permitted to encourage or suggest, in any way,
that children be placed into State custody in order to receive medical, behavioral, or LTSS benefits covered by the
State. ($3.10.2.1.51)

Start of Page No. = 36
2.33
Non-Discrimination. Provider shall comply with the following non-discrimination provisions:
a. No person on the grounds of handicap, disability, age, race, color, religion, sex, national origin, or
any other status protected by federal or State law, shall be excluded from participation in, or be denied
benefits of, or be otherwise subjected to discrimination in the performance of Provider's obligation under the
Agreement or in the employment practices of the Provider. ($3.10.2.1.53.1)
b. Provider has written procedures for the provision of language interpretation services for any Covered
Person who needs such services, including, but not limited to, Covered Persons with Limited English
Proficiency (LEP). ($3.10.2.1.53.2)
2.34
Marketing Materials. Provider shall not use the State's name or logos for any materials intended for
dissemination to Covered Persons unless said material has been submitted to the State by the Health Plan for review
and has been approved by the State. This prohibition shall not include references to whether or not Provider accepts
Medicaid. ($3.10.2.1.54)
2.35
Third-party Liability (TPL). Consistent with the provisions of Section 3.18.3 of the State Contract, Provider is
responsible for (i) identifying TPL coverage, including Medicare and long-term care insurance as applicable and, (ii)
except as otherwise provided in the Health Plan's contract with the State, to seek such TPL payment before submitting
Claims to the Health Plan. This obligation includes the obligation to utilize or pursue, when available, other Third-
party coverage from such sources as private commercial insurance, military health insurance, and Medicare. This
responsibility includes identification and pursuit of Third-party payment for Covered Services provided that may be
related to an accidental injury, medical malpractice or any other cause for legal action, including Claims identified
from Health Plan's review of Claims with diagnosis codes indicative of trauma, injury, poisoning, and other
consequences of external causes. This also includes seeking payment from vehicle and homeowner's insurance for
accident and trauma cases that occur while an individual is enrolled with Health Plan. If the probable existence of
TPL has been established at the time the Claim is received, Health Plan will reject the Claim and return it to the
Provider for a determination of the amount of any TPL. ($3.10.2.1.55)
2.36
Critical Incident Reporting. Provider and its Contracted Providers shall comply with Health Plan's Provider
Manual with respect to the reporting of Critical Incidents. ($3.9.7.3.5.20)
2.37
Payment in Full. As a condition of payment, Provider shall accept the amount paid by the Health Plan or
appropriate denial made by the Health Plan (or, if applicable, payment by the Health Plan that is supplementary to
the Covered Person's Third-party payor) plus any applicable amount of cost sharing or Patient Liability
responsibilities due from the Covered Person as payment in full for the service. (§3.11.1.4)
2.38
Hold Harmless. Provider shall hold the Covered Person harmless for the costs of Medically Necessary
Covered Services and additional services except for applicable copayment amounts (see Section 3.4.9.1 of the State
Contract) and Patient Liability amounts (see Section 3.4.9.2 of the State Contract). ($3.11.1.5)
2.39
Payment via Electronic Transfers. For any payment via electronic transfers, Health Plan must have a signed
Electronic Funds Transfer (EFT) form that shall have 42 CFR 455.18 and 42 CFR 455.19 statements immediately
preceding the "Signature" section. (§3.11.1.9)
2.40
Service Authorizations. Provider shall comply with Health Plan's policies and procedures for service
authorizations. (§3.12.8)
2.41
Grievance and Appeal System. Provider acknowledges receipt from Health Plan, as set forth in the Provider
Manual, information regarding the procedures and timeframes for the Grievance and Appeal System which such
information includes: the right to file Grievances and Appeals, the requirements and timeframes for filing; the
availability of assistance in the filing process; the right to request a State fair hearing in the event of an adverse
determination; and the fact that, when requested by Covered Person, benefits that Health Plan seeks to reduce or
terminate will continue if the Covered Person files an Appeal or a request for State fair hearing with the timeframes
specified and that the Covered Person may, consistent with state policy, be required to pay the cost of the services

Start of Page No. = 37
furnished while the Appeal or State fair hearing is pending if the final decision is adverse to the Covered Person. (§§
3.9.7.3.5.31 and 3.15.6)
2.42
Non-Payment. Health Plan will not pay for the following:
a. In accordance with Section 1902(a)(80) of the Social Security Act and 42 CFR 438.602(i), Health
Plan will not make any payments for Covered Services or additional services to Provider located outside of
the United States. ($3.11.1.8)
b. for an item or service (other than an emergency item or service, not including items or services
furnished in an emergency room of a hospital) furnished at the medical direction or on the prescription of a
physician, during the period when such physician is excluded from participation under title V, XVIII, or XX
or under this title pursuant to Section 1128, 1128A, 1156, or 1842(j)(2) and when the person furnishing such
item or service knew, or had reason to know, of the exclusion (after a reasonable time period after reasonable
notice has been furnished to the person). ($3.11.1.10)
c.
for an item or service (other than an emergency item or service, not including items or services
furnished in an emergency room of a hospital) furnished by Provider if the State has failed to suspend
payments during any period when there is a pending investigation of a credible allegation of Fraud against
Provider, unless the State determines there is good cause not to suspend such payments. ($3.11.1.11)
d. for an item or service (other than an emergency item or service, not including items or services
furnished in an emergency room of a hospital) with respect to any amount expended for which funds may
not be used under the Assisted Suicide Funding Restriction Act of 1997. (§3.11.1.12)
e. for an item or service (other than an emergency item or service, not including items or services
furnished in an emergency room of a hospital) with respect to any amount expended for roads, bridges,
stadiums, or any other item or service not covered under the Delaware Medicaid State Plan. ($3.11.1.13)
f. for an item or service (other than an emergency item or service, not including items or services
furnished in an emergency room of a hospital) for home health care services provided by Provider, unless
Provider provides the State with a surety bond as specified in Section 1861(o)(7) of the Act. ($3.11.1.14)
2.43
Unique Obligations of Hospitals.
a. If Provider is a hospital, including a psychiatric hospital, Provider shall cooperate with the Health
Plan in developing and implementing protocols as part of the Health Plan's nursing facility diversion plan,
which such plan shall, at a minimum, require Provider: (i) to promptly notify the Health Plan upon admission
of an eligible Covered Person regardless of payor source for the hospitalization; (ii) the method by which
Provider will identify Covered Persons who may need home health, nursing facility, or HCBS, including
assisted living, upon discharge, and (iii) the method by which Provider will engage the Health Plan and other
providers in the discharge planning process to ensure that Covered Persons receive the most appropriate and
cost-effective Medically Necessary services upon discharge. ($3.10.2.1.56)
b. If Provider is a hospital, including a psychiatric hospital, Provider shall (i) cooperate with the Health
Plan in implementing an inpatient Behavioral Health UM strategy to reduce inpatient utilization; (ii) in
admitting Covered Persons for acute Behavioral Health treatment Provider shall collaborate with identified
outpatient Behavioral Health providers and, within 24 hours of admission, complete a comprehensive
assessment including an assessment of anticipated discharge needs. ($3.10.2.1.57)
2.44
Unique Obligations of PCPs. PCPs are limited to advanced nurse practitioners, nurse midwives and licensed
physicians who are family or general practitioners, geriatricians, pediatricians, OB/GYNs or internists. (§3.9.10.2) If
Provider is a PCP, Provider shall also: (§§ 3.9.10.1 and 3.10.2.1.58)
a.
Maintain continuity of each member's health care by serving as the member's PCP;

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b. Provide access 24 hours a day, 7 days a week;
c.
Facilitate appropriate member referral to specialty care and other Medically Necessary services not
provided by the PCP;
d. Make an early detection of a child member's problems in development, behavior, social-emotional
skills or mental health status, including the use of a reliable and validated screening tool prior approved by
the Health Plan, and make appropriate referrals to address any identified problems;
e. Make an early identification of Behavioral Health needs, including the use of a reliable and validated
screening tool prior approved by the Health Plan, and make appropriate referrals to address Behavioral Health
needs, including referral to PROMISE as appropriate;
f.
For DSHP Plus LTSS members, engage with the member's case manager at least quarterly and as
needed to address member care issues;
g. Maintain a current medical record for the member, including documentation of all services provided
to the member by the PCP as well as any specialty or referral services and report;
h. Adhere to the State's EPSDT periodicity schedule and EPSDT referral requirements for members
under age 21;
i. Follow the Health Plan's procedures for coordination of in-network and out-of-network services for
members; and
j.
Cooperate with all QM/QI initiatives and programs established by the Health Plan or the State.
2.45 Unique Obligations of Public Health Service Entities. If Provider is a public health service entity, Provider
must obtain permission from the State in order to submit Claims to the Health Plan for drugs purchased through the
340B drug discount program. ($3.10.2.1.60)
2.46
Unique Obligations of Nursing Facilities. If Provider is a nursing facility, the following provisions shall also
apply: ($3.10.3.1):
a. Provider shall promptly notify the Health Plan, and/or other entity as directed by the State, of a
Covered Person's admission or request for admission to the nursing facility regardless of payor source for
the nursing facility stay, or when there is a change in a Covered Person's known circumstances and Provider
shall notify the Health Plan, and/or entity as directed by the State, prior to a Covered Person's discharge.
($3.10.3.1.1)
b. Provider shall provide written notice to the State and the Health Plan in accordance with State and
federal requirements before voluntarily terminating the Agreement and Provider shall comply with all
applicable State and federal requirements regarding voluntary termination. ($3.10.3.1.2)
c. Provider shall notify the Health Plan immediately when considering discharging a Covered Person
and Provider shall consult with the Covered Person's case manager to intervene in resolving issues if possible
and, if not, to prepare and implement a discharge and/or transition plan as appropriate. ($3.10.3.1.3)
d. Provider shall not request that a Covered Person leave after their Medicare benefit days have been
exhausted. ($3.10.3.1.4)
e. Provider shall notify the Covered Person and/or the Covered Person representative (if applicable) in
writing 30 Calendar Days prior to discharge in accordance with State and federal requirements (see, e.g., 42
CFR 483.15), and Health Plan will notify the nursing facility in writing 30 Calendar Days prior to a Covered
Person leaving the facility. ($3.10.3.1.5)

Start of Page No. = 39
f. Provider shall accept payment or appropriate denial made by the Health Plan (or, if applicable,
payment by the Health Plan that is supplementary to the Covered Person's Third-party payor) plus the amount
of any applicable Patient Liability, as payment in full for services provided and shall not solicit or accept any
payment from the Covered Person in excess of the amount of applicable Patient Liability responsibilities.
($3.10.3.1.6)
g. Provider shall: (i) collect the applicable Patient Liability amounts from Covered Persons, (ii) notify
the Covered Person's case manager if there is an issue with collecting a Covered Person's Patient Liability,
and (iii) make good faith efforts to collect payment. For a Covered Person in an Assisted Living Facility, the
amount of Patient Liability assessed applies only to the cost of HCBS, not to the cost of Covered Services
available under the Medicaid Program. If a Covered Person refuses to pay their Patient Liability, Provider
may notify Health Plan that Provider is terminating services to the Covered Person. (§§3.4.9.1, 3.4.9.2, and
3.10.3.1.7)
h. Provider shall notify the Health Plan of any change in a Covered Person's medical or functional
condition that could impact the Covered Person's Level of Care for the currently authorized level of nursing
facility services. ($3.10.3.1.8)
i.
Provider shall comply with State and federal law applicable to nursing facilities, including, but not
limited to, those that govern admission, transfer, and discharge policies. ($3.10.3.1.9)
j. Provider shall comply with Federal Preadmission Screening and Resident Review (PASRR)
requirements, including that a Level I screening be completed prior to admission, a Level II evaluation be
completed prior to admission when indicated by the Level I screening, and a review be completed based
upon a significant physical or mental change in the resident's condition that might impact the Covered
Person's need for or benefit from Specialized Services. ($3.10.3.1.10)
k.
Provider shall cooperate with the Health Plan in developing and implementing protocols as part
of the Health Plan's nursing facility diversion and transition processes (see Sections 3.8.5 and 3.8.6 of the
State Contract). These processes include, at a minimum, Provider's obligation: (i) to promptly notify the
Health Plan upon admission or request for admission of an eligible Covered Person regardless of payor source
for the nursing facility stay; (ii) to provide a minimum data set (MDS) of information; (iii) the method by
which Provider will assist the Health Plan in identifying residents who may want to transition from nursing
facility services to home and community-based care; (iv) to promptly notify the Health Plan regarding all
such identified Covered Persons; (v) the method by which Provider will work with the Health Plan in
assessing the Covered Person's transition potential and needs, and in developing and implementing a
transition plan, as applicable. ($3.10.3.1.11)
1.
Provider shall coordinate with Health Plan in complying with the requirements in 42 CFR
483.70(j) regarding written transfer agreements with hospitals and to use providers when transfer is medically
appropriate, except as authorized by the Health Plan or for Emergency Services. ($3.10.3.1.12)
m. Provider shall immediately notify the Health Plan of any change in its license to operate as issued
by the State as well as any deficiencies cited during the federal certification process. ($3.10.3.1.13)
n. If Provider is involuntarily decertified by the State or CMS, the Agreement will automatically be
terminated in accordance with federal requirements. ($3.10.3.1.14)
O. The Agreement shall be assignable from the Health Plan to the State, or its designee, at the State's
discretion upon written notice to the Health Plan and Provider. Further, Provider agrees to be bound by any
such assignment, and the State, or its designee, shall not be responsible for past obligations of the Health
Plan. ($3.10.3.1.15)
p. Provider must provide at least the same array of Covered Services as covered by the State's Medicaid
FFS program with Medicare/Medicaid certified nursing facilities. ($3.9.11.7.1)

Start of Page No. = 40
2.47
Unique Obligations of HCBS Providers. If Provider is a HCBS Provider, the following shall also apply:
(§3.10.4.1)
a. Provider shall provide at least 30 Calendar Days advance notice to the Health Plan when Provider is
no longer willing or able to provide services to a Covered Person, including the reason for the decision, and
Provider shall cooperate with the Covered Person's case manager to facilitate a seamless transition to
alternate providers. ($3.10.4.1.1)
b. In the event that an HCBS provider change is initiated for a Covered Person, regardless of any other
provision in the Agreement, if Provider is the transferring HCBS provider, Provider must continue to provide
services to the Covered Person in accordance with the Covered Person's plan of care until the Covered Person
has been transitioned to a new provider, as determined by the Health Plan, or as otherwise directed by the
Health Plan, which may exceed 30 Calendar Days from the date of notice to the Health Plan. ($3.10.4.1.2)
c.
Reimbursement of Provider is contingent upon the provision of Covered Services to an eligible
Covered Person in accordance with applicable federal and State requirements and the Covered Person's plan
of care as authorized by the Health Plan. Moreover, a Claim for reimbursement must be supported by detailed
documentation of service delivery to support the amount of services billed, including at a minimum, the date,
time and location of service, the specific HCBS provided, the name of the Covered Person receiving the
service, the name of the staff person who delivered the service, the detailed tasks and functions performed
as a component of each service, notes for other Caregivers (whether paid or unpaid) regarding the Covered
Person or their needs (as applicable), and the initials or signature of the staff person who delivered the service.
($3.10.4.1.3)
d. Provider shall comply with the State's electronic visit verification (EVV) requirements. ($3.10.4.1.4)
e. Provider shall immediately report any deviations from a Covered Person's service schedule to the
Covered Person's case manager. ($3.10.4.1.5)
f.
Upon acceptance by Provider to provide approved services to a Covered Person as indicated in the
Covered Person's plan of care, Provider shall ensure that it has staff sufficient to provide the service(s)
authorized by the Health Plan in accordance with the Covered Person's plan of care, including the amount,
frequency, duration and scope of each service in accordance with the Covered Person's service schedule.
(§3.10.4.1.6)
g. Provider shall provide back-up for its own staff if they are unable to fulfill their assignment for any
reason and ensure that back-up staff meet the qualifications for the authorized service. ($3.10.4.1.7)
h. Provider is prohibited from requiring a Covered Person to choose Provider as a provider of multiple
services as a condition of providing any service to the Covered Person. ($3.10.4.1.8)
i.
Provider may not solicit Covered Persons to receive services from Provider including ($3.10.4.1.9):
i.
Communicating with existing HCBS Covered Persons via telephone, in-person or written
communication for the purpose of petitioning the Covered Person to change HCBS providers
($3.10.4.1.9.1); or
ii.
Communicating with hospitals, discharge planners or other institutions for the purposes of
soliciting potential HCBS Covered Persons that should instead be referred to Health Plan, as
applicable ($3.10.4.1.9.2).
j. Provider shall comply with Critical Incident reporting requirements as set forth in Health Plan's
Provider Manual. (§$3.9.7.3.5.20, 3.10.4.1.10 and 3.13.10).

Start of Page No. = 41
k. Provider shall comply with all applicable federal requirements for HCBS settings requirements
(including but not limited to 42 CFR 42 441.301(c)(4)). ($3.10.4.1.11)
2.48
Unique Obligations of FQHCs. If Provider is a FQHC, Provider must provide data on all Covered Services
provided to a Covered Person. ($3.9.11.2.2)
2.49
Unique Obligations of SBWCs. If Provider is a School-Based Wellness Center, Provider will provide at least
the same array of Covered Services covered by the State's Medicaid FFS program with Provider. (§3.9.11.3)
2.50 Unique Obligations of Mobile Vision Providers. If Provider is a Mobile Vision Provider, Provider will
provide at least the same array of Covered Services covered by the State's Medicaid FFS program with Provider.
(§3.9.11.4)
2.51
Unique Obligations of Behavioral Health Crisis Providers. If Provider is a Behavioral Health Crisis Provider,
Provider shall comply with all Health Plan's protocols relating to notification of Covered Person engagement and
shall ensure appropriate follow-up with Covered Persons occurs within 72 hours of the initial engagement with
Provider. ($3.9.11.6)
2.52
Unique Obligations of Behavioral Health Providers. If Provider is a Behavioral Health Provider, Provider
shall: ($3.9.13)
a. Utilize Primary Care prevention strategies; recovery oriented and Trauma-Informed Care
approaches; validated screening tools; early screening, identification and interventions; and enhanced
discharge planning and follow-up care when members are hospitalized or placed in an institutional setting.
b. Engage in practices which integrate Behavioral Health and physical health services.
c. Engage in practices which consider and address HRSN, provide Culturally Competent care and
maximize member and family care preferences.
2.53
Unique Obligations of Providers of LTSS for DSHP Plus LTSS Covered Persons. If Provider is a Provider
of
LTSS for DSHP Plus LTSS Covered Persons, the time between service authorization by Health Plan to service
implementation shall be as follows: (§3.9.14)
a.
No more than 60 Calendar Days for minor home modifications;
b. No more than 10 Calendar Days for home delivered meals;
C. No more than 10 Calendar Days for personal care attendant services for new members; and
d. Immediately upon authorization for personal care attendant services for members currently placed in
a nursing facility and transitioning to the community other than to assisted living.

Start of Page No. = 42
Attachment A: Medicaid
EXHIBIT 1
COMPENSATION SCHEDULE
PRACTITIONER SERVICES
BEHAVIORAL HEALTH
BALANCED MIND COUNSELING CENTER LLC
This compensation schedule ("Compensation Schedule") sets forth the maximum reimbursement amounts for
behavioral health Covered Services provided by Contracted Providers to Covered Persons enrolled in a Medicaid
Product. Where the Contracted Provider's tax identification number ("TIN") has been designated by the Payor as
subject to this Compensation Schedule, Payor shall pay or arrange for payment of a Clean Claim for Covered Services
rendered by the Contracted Provider according to the terms of, and subject to the requirements set forth in, the
Agreement and this Compensation Schedule. Payment under this Compensation Schedule shall consist of the
Allowed Amount as set forth herein less all applicable Cost-Sharing Amounts. All capitalized terms used in this
Compensation Schedule shall have the meanings set forth in the Agreement, the applicable Product Attachment, or
the Definitions section set forth at the end of this Compensation Schedule.
The maximum compensation for practitioner Covered Services rendered to a Covered Person shall be the "Allowed
Amount." Except as otherwise provided in this Compensation Schedule, the Allowed Amount for practitioner
Covered Services is the lesser of: (i) Allowable Charges; or (ii) 100% of the Payor's Medicaid fee schedule. As
applicable, the Allowed Amount may be reduced based on the Contracted Provider's specialty, provider type,
licensing/certifications or education.
If there is no established payment amount on the Payor's Medicaid fee schedule for a Covered Service provided to a
Covered Person, Payor may establish a payment amount to apply in determining the Allowed Amount. Until such
time as Payor establishes such a payment amount, the maximum compensation shall be 25% of Allowable Charges.
Additional Provisions:
1. Code Change Updates. Payor utilizes nationally recognized coding structures (including, without limitation,
revenue codes, CPT codes, HCPCS codes, ICD codes, national drug codes, ASA relative values, etc., or their
successors) for basic coding and descriptions of the services rendered. Updates to billing-related codes shall
become effective on the date ("Code Change Effective Date") that is the later of: (i) the first day of the month
following sixty (60) days after publication by the governmental agency having authority over the applicable
Product of such governmental agency's acceptance of such code updates, (ii) the effective date of such code
updates as determined by such governmental agency or (iii) if a date is not established by such governmental
agency or the applicable Product is not regulated by such governmental agency, the date that changes are made
to nationally recognized codes. Such updates may include changes to service groupings. Claims processed prior
to the Code Change Effective Date shall not be reprocessed to reflect any such code updates.
2. Fee Change Updates. Updates to the fee schedule shall become effective on the effective date of such fee
schedule updates, as determined by the Payor ("Fee Change Effective Date"). The date of implementation of any
fee schedule updates, i.e. the date on which such fee change is first used for reimbursement ("Fee Change
Implementation Date"), shall be the later of: (i) the first date on which Payor is reasonably able to implement the
update in the claims payment system; or (ii) the Fee Change Effective Date. Claims processed prior to the Fee
Change Implementation Date shall be reprocessed to reflect any updates to such fee schedule.
3. Claim Form - Professional. Contracted Provider when submitting outpatient or professional claims (billed on a
CMS-1500 claim form, or its successor) spanning multiple dates of service: (i) is required to identify each date
of service; and (ii) must contain modifiers as identified in the Provider Manual. Applicable modifiers should be
placed in the first modifier field for claims payment.

Start of Page No. = 43
4. Primary Contact Billing. If Covered Person sees more than one health care professional during an encounter, the
NPI billed on the CMS-1500 claim form, or its successor form, should indicate the primary contact. The primary
contact is defined as the health care professional who spends the greatest amount of time with the client during
services.
5. Provider Type. Services must be provided by the appropriate provider type or specialty as defined in the Provider
Manual. The Allowed Amount may be reduced based on the Contracted Provider's specialty, provider type,
licensing/certifications or education as set forth in the Provider Manual.
6.
Modifiers. Unless specifically indicated otherwise, fee amounts listed in the fee schedule represent global fees
and may be subject to reductions based on appropriate Modifier (for example, professional and technical
modifiers). As used in the previous sentence, "global fees" refers to services billed without a Modifier, for which
the fee amount includes both the professional component and the technical component. Modifiers must be used
as appropriate and be specific to primary contact, as applicable.
7.
Place of Service Pricing Rules. This fee schedule follows CMS guidelines for determining when services are
priced at the facility or non-facility fee schedule.
8. Provider Documentation. Provider is required to maintain treatment plans, progress notes, and other similar
documentation as identified in the Provider Manual.
9. Authorizations. Authorization requirements are as defined in this Agreement or in the Provider Manual. Service
limits, unless specified in this Compensation Schedule, are as defined by the Provider Manual.
10. Level of Care. All reimbursement under this Compensation Schedule shall correspond to the level of care
authorized by Payor.
11. Payment under this Compensation Schedule. Claims should be coded appropriately according to industry
standard coding guidelines (including but not limited to UB Editor, AMA, CPT, CPT Assistant, HCPCS, DRG
guidelines, CMS' National Correct Coding Initiative (CCI) Policy Manual, CCI table edits and other CMS
guidelines). All payments under this Compensation Schedule are subject to the terms and conditions set forth in
the Agreement, the Provider Manual, and any applicable billing manual and in accordance with Medicare and
Health Plan or Payor's claims processing policies.
Definitions:
1.
Allowable Charges means a Contracted Provider's billed charges for services that qualify as Covered Services.
2. Allowed Amount means the amount designated as the maximum amount payable to a Contracted Provider for
any particular Covered Service provided to any particular Covered Person, pursuant to this Agreement or its
Attachments for Covered Services. As applicable, the Allowed Amount may be reduced based on the Contracted
Provider's specialty, provider type, licensing/certifications or education.
3.
Contracted Provider means a physician, hospital, health care professional or any other provider of items or
services that is employed by or has a contractual relationship with Provider, also known in the Agreement as
"Group", "Practitioner" or "Facility". The term "Contracted Provider" includes Provider for those Covered
Services provided by Provider.
4. Cost-Sharing Amounts means any amounts payable by a Covered Person, such as copayments, cost-sharing,
coinsurance, deductibles or other amounts that are the Covered Person's financial responsibility under the
applicable Coverage Agreement, if applicable.

Start of Page No. = 44
Attachment B: Medicare
MEDICARE PRODUCT ATTACHMENT
(INCLUDING REGULATORY REQUIREMENTS AND COMPENSATION SCHEDULE)
THIS PRODUCT ATTACHMENT (this "Product Attachment") is made and entered between Delaware
First Health, Inc. ("Health Plan") and BALANCED MIND COUNSELING CENTER LLC ("Provider").
WHEREAS, Health Plan and Provider entered into that certain provider agreement, including all
Attachments, as the same may have been amended and supplemented from time to time (the "Agreement"), pursuant
to which Provider and its Contracted Providers participate in certain Products offered by or available from or through
a Company; and
WHEREAS, pursuant to the provisions of the Agreement, this Attachment is identified on Schedule B of the
Agreement and, as such, the Contracted Providers identified herein will be designated and participate as
"Participating Providers" in the Product described in this Attachment; and
WHEREAS, the Agreement is modified or supplemented as hereafter provided.
NOW THEREFORE, in consideration of the recitals, the mutual promises herein stated, the parties hereby
agree to the provisions set forth below.
1.
Defined Terms. All capitalized terms not specifically defined in this Attachment will have the
meanings given to such terms in the Agreement.
2.
Product Participation.
2.1
Medicare Product. This Attachment addresses the participation of Provider and the
applicable Contracted Providers in the following Product: Medicare Product (which is sometimes referred to in this
Attachment as this "Product"). The term "Medicare Product" refers to those programs and health benefit
arrangements offered by Health Plan, Payor or another Company in connection with one or more of the following
Medicare product types that is administered, sponsored or regulated by the federal government (or any agency,
department or division thereof) on its own or jointly with a State that administers or regulates such program or plan
(each a "Medicare Product Type"): a non-Dual Eligible Special Needs Plan Medicare Advantage plan ("MA Plan");
a Medicare Advantage prescription drug plan ("MA-PD Plan"); a Dual Eligible Special Needs Plan ("DSNP Plan");
a Capitated Financial Alignment Demonstration ("MMP Plan") plan or program (e.g., a plan or program adopted or
established under the Affordable Care Act of 2010, to test new service delivery and payment models for people dually
eligible for Medicare and Medicaid, including any regulations or CMS pronouncements and any future Attachments);
or other Medicare Product Types. The Medicare Product includes those Coverage Agreements entered into, issued
or agreed to by a Payor under which a Company furnishes administrative services or other services in support of a
Medicare Product. The Medicare Product does not apply to any Coverage Agreements that are specifically covered
by another Product Attachment to the Agreement. This Attachment applies only to the provision of health care
services, supplies or accommodations (including Covered Services) to Covered Persons enrolled in the Medicare
Product. Provider acknowledges that it will participate in each Medicare Product Type for which a Compensation
Schedule(s) is attached to this Medicare Product Attachment.
2.2
Participation. Except as otherwise specified in this Attachment, all Contracted Providers
under the Agreement will participate in the Medicare Product as "Participating Providers," and will provide to
Covered Persons enrolled in the Medicare Product, upon the same terms and conditions contained in the Agreement,
as supplemented or modified by this Attachment, those Covered Services that are provided by Contracted Providers
pursuant to the Agreement. In providing such services, Provider shall, and shall cause Contracted Providers to,
comply with and abide by the provisions of this Attachment and the Agreement (including the Provider Manual).
Provider acknowledges that all or certain of Health Plan's or Payor's duties with respect to the Medicare Product may
be
delegated to a Company or its delegate. Neither Health Plan, Company nor any Payor warrants or guarantees that

Start of Page No. = 45
any Contracted Provider: (i) will participate in all or a minimum number of provider panels and/or Medicare Product
Types, (ii) will be utilized by a minimum number of Covered Persons, or (iii) will indefinitely remain a Participating
Provider or member of the provider panel for a particular network or Medicare Product Type.
2.3
Attachment. This Attachment constitutes the Product Attachment and Compensation
Schedule for the Medicare Product.
2.4
Construction. Except as expressly provided herein, the terms and conditions of the
Agreement will remain unchanged and in full force and effect. In the event of a conflict between the provisions of
the Agreement and the provisions of this Attachment, this Attachment will govern with respect to health care services,
supplies or accommodations (including Covered Services) rendered to Covered Persons enrolled in the Medicare
Product. To the extent Provider or any Contracted Provider is unclear about its, his or her respective duties and
obligations, Provider or the applicable Contracted Provider shall request clarification from the Company.
3.
Term. This Attachment will become effective as of the Effective Date, and will be coterminous with
the Agreement unless a party or a Contracted Provider terminates the participation of the Contracted Provider in the
Medicare Product in accordance with the applicable provisions of the Agreement or this Attachment.
4.
CMS Regulatory Requirements. Schedule A to this Attachment, which is incorporated herein by this
reference, sets forth the special provisions that are applicable to the Medicare Product under a Governmental Contract.
5.
Compensation Schedule. This Section sets forth or describes the Compensation Schedule applicable
to the various Medicare Product Types.
5.1
Schedule. The Compensation Schedule for the Medicare Product at any given time is the
lesser of (i) the Allowable Charges for the particular Covered Service, or (ii) the appropriate amount for such Covered
Service under the Company's fee schedule in effect on the date of service for the Medicare Product. Upon Provider's
reasonable written request from time to time the Company will provide Provider with a representative sample of the
fees then in effect under the Company's fee schedule applicable to the Medicare Product.
5.2
Other Terms and Conditions. Except as modified or supplemented by this Attachment, the
compensation hereunder for the provision of Covered Services by Contracted Providers to Covered Persons enrolled
in the Medicare Product is subject to all of the other provisions in the Agreement (including the Provider Manual)
that affect or relate to compensation for Covered Services provided to Covered Persons.

Start of Page No. = 46
Attachment B: Medicare
SCHEDULE A
CMS REGULATORY REQUIREMENTS
This Schedule sets forth required provisions that are applicable to all Medicare Product Types under this
Medicare Product Attachment.
1.
DEFINITIONS. The following terms shall be defined as set forth below as used in this Medicare Product
Attachment. Capitalized terms not otherwise defined in this Schedule shall be defined as set forth in the Agreement
or elsewhere in the Medicare Product Attachment.
1.1
Capitated Financial Alignment Demonstration Program means the program, created by Congress
in
the Affordable Care Act of 2010, to test new service delivery and payment models for people dually eligible for
Medicare and Medicaid, including any regulations or CMS pronouncements and any future Attachments.
1.2
Clean Claim means a claim that has no defect, impropriety, lack of any required substantiating
documentation - including the substantiating documentation needed to meet the requirements for encounter data - or
particular circumstance requiring special treatment that prevents timely payment; and a claim that otherwise conforms
to the Clean Claim requirements under original Medicare.
1.3
CMS means Centers for Medicare and Medicaid Services.
1.4
CMS Contract means the contract between Health Plan or a Payor and CMS, or among Health Plan
or a Payor, CMS and the State, that governs the terms of Health Plan's or Payor's participation in a Medicare Plan.
1.5
Completion of Audit means completion of audit by HHS, the Government Accountability Office, or
their designees of a Medicare Advantage Organization, First Tier, Downstream or Related Entity.
1.6
Covered Persons means those individuals who are enrolled in a Medicare Plan.
1.7
Covered Services means those services which are covered under a Medicare Plan.
1.8
Downstream Entity means any party that enters into a written arrangement, acceptable to CMS, with
persons or entities involved with the MA benefit, below the level of the arrangement between Health Plan or Payor
and a First Tier Entity. These written arrangements continue down to the level of the ultimate provider of both health
and administrative services.
1.9
First Tier Entity means any party that enters into a written arrangement, acceptable to CMS, with
Health Plan or Payor to provide administrative services or health care services for a Medicare eligible individual
under a Medicare Plan.
1.10
HHS means the United States Department of Health and Human Services.
1.11
Medicare Advantage Program means the program created by Congress in the Medicare
Modernization Act of 2003 to replace the Medicare+Choice Program established under Part C of Title XVIII of the
Social Security Act, including any regulations or CMS pronouncements and any future Attachments.
1.12
Preclusion List means the CMS-compiled list of individuals and entities that -
a.
Meet all of the following requirements: (i) The individual or entity is currently revoked from
Medicare under 42 § 424.535. (ii) The individual or entity is currently under a reenrollment bar under 42 § 424.535(c).
(iii) CMS determines that the underlying conduct that led to the revocation is detrimental to the best interests of the

Start of Page No. = 47
Medicare program. In making this determination under (iii), CMS considers the following factors: (A) The
seriousness of the conduct underlying the individual's or entity's revocation. (B) The degree to which the individual's
or entity's conduct could affect the integrity of the Medicare program. (C) Any other evidence that CMS deems
relevant to its determination; or
b.
Meet both of the following requirements: (i) The individual or entity has engaged in behavior
for which CMS could have revoked the individual or entity to the extent applicable had they been enrolled in
Medicare. (ii) CMS determines that the underlying conduct that would have led to the revocation is detrimental to
the best interests of the Medicare program. In making this determination under (ii), CMS considers the following
factors: (A) The seriousness of the conduct involved. (B) The degree to which the individual's or entity's conduct
could affect the integrity of the Medicare program; and (C) Any other evidence that CMS deems relevant to its
determination. 42 C.F.R. § 422.2
1.13 Related Entity means any entity that is related to Health Plan or Payor by common ownership or
control and (1) performs some of Health Plan's or Payor's management functions under contract or delegation; (2)
furnishes services to Covered Persons under an oral or written agreement; or (3) leases real property or sells materials
to Health Plan or Payor at a cost of more than $2,500 during a contract period.
1.14
State means one or more applicable state governmental agencies of the State of Delaware, unless
otherwise defined in an Attachment for the purposes of that Attachment.
2.
COVERED SERVICES. Provider shall furnish Covered Services to Covered Persons as set forth in the
Agreement and this Medicare Product Attachment.
3.
SUBCONTRACTOR OBLIGATIONS. To the extent that Provider engages any other person (excluding
an employee) or entity to perform services in connection with a Medicare Product, including any Downstream Entity,
Provider agrees that such engagement shall be set forth in a written agreement that requires such other person or
entity to assume the same obligations that Provider assumes under this Medicare Product Attachment.
4.
GOVERNMENT RIGHT TO INSPECT.
4.1
Provider agrees that HHS, the Comptroller General or their designees have the right to audit evaluate,
collect and inspect any books, contracts, computer or other electronic systems, including medical records and
documentation of Provider relating to the CMS Contract through ten (10) years from the termination date of this
Medicare Product Attachment or from the date of Completion of Audit, whichever is later. 42 C.F.R. § 422.504
(i)(2)(i) and (ii)
4.2
Provider agrees that HHS, the Comptroller General, or their designees have the right to audit,
evaluate, collect, and inspect any records under Section 4.1 of this Medicare Product Attachment directly from
Provider or any Downstream Entity. For records subject to review under this Section 4.2, except in exceptional
circumstances, CMS will provide notification to Health Plan or Payor that a direct request for information has been
initiated. 42 C.F.R. §§ 422.504(i)(2)(ii) and (iii)
5.
CONFIDENTIALITY AND ENROLLEE RECORD REQUIREMENTS. Provider shall comply with
all
confidentiality and Covered Person record accuracy requirements, including: (1) abiding by all federal and State
laws regarding the confidentiality and disclosure of medical records or other health and enrollment information; (2)
ensuring that medical information is released only in accordance with applicable Federal or State law, or pursuant to
court orders or subpoena; (3) maintaining the records and information in an accurate and timely manner; and (4)
ensuring timely access by Covered Persons to the records and information that pertains to them. 42 C.F.R.
422.504(a)(13) and 422.118

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6.
HOLD HARMLESS.
6.1
Provider hereby agrees that Covered Persons shall not be held liable for payment of any fees that are
the legal obligation of Payor. 42 C.F.R. $§422.504(i)(3)(i) and 422.504(g)(1)(i)
6.2
With respect to MA Plans and MA-PD Plans, Provider hereby acknowledges and agrees that for
Covered Persons eligible for both Medicare and Medicaid, such Covered Persons shall not be held liable for Medicare
Part A and Part B cost-sharing when the State is responsible for paying such amounts. With respect to Medicare-
Medicaid Plans, Provider hereby acknowledges and agrees that Covered Persons eligible for both Medicare and
Medicaid shall not be held liable for Medicare Part A and Part B cost-sharing; in addition, Medicare Parts A and B
services must be provided at zero cost-sharing as part of the integrated package of benefits. 42 C.F.R.
$$422.504(g)(1)(iii); March 29, 2012 CMS Issued Guidance
With respect to all Medicare Plans, Provider will be informed of Medicare and Medicaid benefits and rules
for Covered Persons eligible for Medicare and Medicaid. If Provider contracts with Contracted Providers to provide
Covered Services to Covered Persons, Provider will inform Contracted Providers of Medicare and Medicaid benefits
and rules for Covered Persons eligible for Medicare and Medicaid. Provider may not impose, and must prohibit any
Downstream Entities from imposing, cost-sharing that exceeds the amount of cost-sharing that would be permitted
with respect to the Covered Person under title XIX if such Covered Person were not enrolled with Health Plan or
Payor. Provider shall accept payment from Payor as payment in full, or bill the appropriate State source. 42 C.F.R.
$§422.504(i)(3)(i) and 422.504(g)(1)(iii)
7.
COMPLIANCE WITH CMS CONTRACT. Provider shall perform its obligations under this Medicare
Product Attachment in a manner consistent with and in compliance with Health Plan's and Payor's contractual
obligations under the CMS Contract. 42 C.F.R. $422.504(i)(3)(iii)
8.
PROMPT PAYMENT. Payor shall pay, or arrange to pay, Provider for Covered Services rendered to
Covered Persons in accordance with Exhibit 1 to this Medicare Product Attachment. Any Clean Claim shall be paid
within thirty (30) days (or such other time frame as determined by Health Plan) of receipt by Health Plan or Payor,
or if Provider contracts with Downstream Entities, by Provider or such Downstream Entity, as applicable. 42 C.F.R.
$422.520(b)(1) and (2)
9.
EFFECT OF PRECLUSION LIST. Provider acknowledges and agrees that Payor may not pay, directly
or indirectly, on any basis, for items or services furnished to a Covered Person by any individual or entity that is
excluded by the HHS Office of the Inspector General or is included on the Preclusion List. Provider acknowledges
and agrees that, after the expiration of the 60-day period specified in 42 C.F.R. § 422.222: (i) Provider will no longer
be eligible for payment from Payor and will be prohibited from pursuing payment from the Covered Person as
stipulated by the terms of the contract between CMS and the Payor per 42 C.F.R. § 422.504(g)(1)(iv); and (ii) Provider
will hold financial liability for services, items, and drugs that are furnished, ordered, or prescribed after this 60-day
period, at which point Provider will have already received notification of the preclusion. 42 C.F.R. § 422.224;
422.504(g)(1)(v)
10.
COMPLIANCE WITH FEDERAL AND STATE LAWS. Provider and any Downstream Entity shall
comply with all applicable laws including Medicare laws, regulations and CMS and State instructions. 42 C.F.R.
$422.504(i)(4)(v)
11.
DELEGATION OF DUTIES. In the event that Health Plan or Payor delegates to Provider any function or
responsibility imposed pursuant to the CMS Contract, such delegation shall be subject to the applicable requirements
set forth in 42 C.F.R. 422.504(i)(4) and 423.505(i), as they may be amended over time. Any delegation by Provider
of functions or responsibilities imposed pursuant to this Medicare Product Attachment shall be subject to the prior
written approval of Health Plan or Payor and shall also be subject to the requirements set forth in 42 C.F.R. §§
422.504(i)(4) and (5) and 423.505(i), as they may be amended over time.

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11.1
Provider's delegated activities and reporting responsibilities, if any, are specified in the Agreement
or applicable attachment to the Agreement (e.g., Delegated Credentialing Agreement, Delegated Services Agreement,
Statement of Work, or other scope of services attachment). If such attachment is not executed, no administrative
functions shall be deemed as delegated.
11.2
CMS, Health Plan and Payor reserve the right to revoke the delegation activities and reporting
requirements or to specify other remedies in instances where CMS, Health Plan or Payor determine that such parties
have not performed satisfactorily.
11.3
Provider agrees that Health Plan or Payor will monitor the performance of the parties on an ongoing
basis.
11.4
As specified in the attached Delegated Credentialing Agreement or Delegated Services Agreement
to this Agreement, the credentials of medical professionals affiliated with Provider will be either reviewed by Health
Plan or Payor, or the credentialing process will be reviewed and approved by Health Plan or Payor, and Health Plan
or Payor must audit the credentialing process on an ongoing basis.
11.5
If Health Plan or Payor delegates the selection of providers, contractors, or subcontractors, Health
Plan or Payor retains the right to approve, suspend, or terminate any such arrangement. 42 C.F.R. §§ 422.504(i)(4)
and (5)
12.
NON-DISCRIMINATION BASED ON HEALTH OR OTHER STATUS. Provider shall not deny, limit,
or condition coverage or the furnishing of health care services or benefits to Covered Persons based on any factor
related to health status, including, but not limited to, medical condition (including mental as well as physical illness),
claims experience, receipt of health care, medical history, genetic information, evidence of insurability (including
conditions arising out of acts of domestic violence), race, ethnicity, national origin, religion, sex, age, sexual
orientation, source of payment and mental or physical disability. 42 C.F.R. 422.110(a)
13.
SERVICE AVAILABILITY. Provider shall ensure that its hours of operation are convenient to Covered
Persons and do not discriminate against Covered Persons; and that Covered Services are available twenty-four (24)
hours a day, seven (7) days a week, when medically necessary. 42 C.F.R. $422.112(a)(7).
14.
CULTURAL COMPETENCE. Provider must provide all services in a culturally competent manner to all
Covered Persons, including those with limited English proficiency or reading skills, and diverse cultural and ethnic
backgrounds. 42 C.F.R. $422.112(a)(8).
15.
FOLLOW-UP CARE. Provider shall ensure that Covered Persons are informed of specific health care
needs that require follow-up and receive, as appropriate, training in self-care and other measures they may take to
promote their own health. 42 C.F.R. $422.112(b)(5).
16.
ADVANCE DIRECTIVES. Provider shall comply with Health Plan's and Payor's policies and procedures
concerning advance directives. 42 C.F.R. $422.128(b)(1)(ii)(E).
17.
PROFESSIONALLY RECOGNIZED STANDARDS OF CARE. Provider agrees to provide Covered
Services under the Agreement to Medicare beneficiaries in a manner consistent with professionally recognized
standards of health care. 42 C.F.R. $422.504(a)(3)(iii).
18.
CONTINUATION OF BENEFITS. Provider shall provide Covered Services as provided in the Agreement
and this Medicare Product Attachment: (a) for all Covered Persons, for the duration of the contract period for which
CMS payments have been made; and (b) for Covered Persons who are hospitalized on the date the CMS Contract
terminates, or, in the event of an insolvency, through discharge. This continuation of benefits provision shall survive
termination of this Medicare Product Attachment. 42 C.F.R. $§242.504(g)(2)(i); 422.504(g)(2)(ii); 422.504(g)(3)

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19.
PHYSICIAN INCENTIVE ARRANGEMENTS. Provider agrees that, if Health Plan or Payor has
a
physician incentive plan that places Provider at substantial financial risk (as determined under 42 C.F.R § 422.208(d))
for services that Provider does not furnish itself, Provider shall obtain and maintain either aggregate or per-patient
stop-loss protection in accordance with the requirements at 42 C.F.R. § 422.208(f). 42 C.F.R. $422.208.
20.
INFORMATION DISCLOSURES TO CMS. Provider shall cooperate with Health Plan and Payor in
providing any information to CMS deemed necessary by CMS for the administration or evaluation of the Medicare
program. 42 C.F.R. $422.504(f)(2).
21.
RISK ADJUSTMENT DATA. Provider shall provide to Health Plan or Payor risk adjustment data as
required by CMS. 42 C.F.R. 422.310(d)(3), (4). Upon Health Plan's, Payor's or CMS's request, Provider shall
submit a sample of medical records for the validation of risk adjustment data, as required by CMS. Provider
acknowledges that penalties may apply for submission of false data. Provider certifies based on best knowledge,
information and belief that the data it submits under 42 C.F.R. § 422.310 are accurate, complete and truthful. 42
C.F.R. §§ 422.310(e) and 422.504(1)(3).
22.
COMPLIANCE WITH HEALTH PLAN AND PAYOR'S POLICIES AND PROCEDURES. Provider
shall comply with Health Plan's and Payor's policies and procedures. In addition, if Provider is a physician or
physician group, Provider shall, or shall require the physician members of the group to, upon Health Plan's request,
consult with Health Plan regarding Health Plan's medical policy, quality improvement programs and medical
management procedures and ensure that the following standards are met: (a) practice guidelines and utilization
management guidelines (i) are based on reasonable medical evidence or a consensus of health care professionals in
the particular field; (ii) consider the needs of the enrolled population; (iii) are developed in consultation with
contracting physicians; and (iv) are reviewed and updated periodically; (b) the guidelines are communicated to
providers and, as appropriate, to Covered Persons; and (c) decisions with respect to utilization management, Covered
Person education, coverage of services, and other areas in which the guidelines apply are consistent with the
guidelines. 42 C.F.R. $422.202(b). Provider shall comply with Health Plan's or Payor's quality assurance and
performance improvement programs. 42 C.F.R.$422.504(a)(5).
23.
WRITTEN NOTICE FOR REASON FOR SUSPENSION AND TERMINATION. In the event Health
Plan suspends or terminates this Medicare Product Attachment with respect to Provider or any physicians employed
or contracted with Provider, this provision constitutes written notice from Health Plan to Provider or such physician
of the affected physician's right to appeal the action pursuant to the process and timing for requesting a hearing set
forth in the Provider Manual or otherwise designated in writing by Health Plan. 42 C.F.R. 422.202(d)(1)
24.
NOTICE OF WITHOUT CAUSE TERMINATION. Provider must provide a minimum of sixty (60) days
written notice, or such longer period specified in this Agreement, before terminating this Medicare Product
Attachment without cause. 42 C.F.R. $422.202(d)(4).
25.
COMPLIANCE WITH FEDERAL LAWS AND REGULATIONS. Provider agrees to comply with (a)
federal laws and regulations designed to prevent or ameliorate fraud, waste, and abuse, including, but not limited to,
applicable provisions of federal criminal law, the False Claims Act (31 U.S.C. 3729 et. seq.), and the anti-kickback
statute (section 1128B(b)) of the Act); and (b) HIPAA administrative simplification rules at 45 CFR parts 160, 162,
and 164. 42 C.F.R. $422.504(h)(1).
26.
FEDERAL FUNDS. Provider acknowledges that payments Provider receives from Health Plan or Payor to
pursuant to this Medicare Product Attachment are, in whole or part, from Federal funds. Therefore, Provider and any
of its Downstream Entities are subject to certain laws that are applicable to individuals and entities receiving Federal
funds, which may include but is not limited to, Title VI of the Civil Rights Act of 1964 as implemented by 45 C.F.R.
Part 84; the Age Discrimination Act of 1975 as implemented by 45 C.F.R. Part 91; the Americans with Disabilities
Act; the Rehabilitation Act of 1973 and any other regulations applicable to recipients of Federal Funds. Medicare
Managed Care Manual, Ch. 11 § 120.

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27.
EXCLUDED PERSONS/PROGRAM INTEGRITY. Provider warrants to Health Plan and each Payor
that it is not excluded and shall not employ or contract for the provision of health care, utilization review, medical
social work, or any administrative services pursuant to this Agreement with any individual or entity (hereafter,
"person") whom Provider knows or reasonably should have known is excluded from participation in the Medicare
and Medicaid program under Section 1128 or 1128A of the Social Security Act. Provider hereby certifies that no
such excluded person currently is employed by or under contract with Provider. Provider shall review the Office of
Inspector List of Excluded Individuals and Entities and the System for Award Management exclusion list and verify
on a monthly basis or as often as required by CMS guidelines, that the persons it employs or contracts for the provision
of such services pursuant to this Agreement are in good standing. Provider shall promptly disclose to Health Plan and
Payor any exclusion, or other event that makes a Provider employee or Downstream or Related Entity ineligible to
perform work related to Medicare or Medicaid. 42 C.F.R. 422.752(a)(8). Provider shall promptly notify Health
Plan and Payor in writing in the event that Provider is criminally convicted or has a civil judgment entered against
Provider for fraudulent activities or is sanctioned under any Federal program involving the provision of health care
or prescription drug services. Provider agrees to be bound by the provisions set forth at 2 C.F.R. Part 376.
28.
COMPLIANCE WITH GRIEVANCE AND APPEALS REQUIREMENTS. Provider shall cooperate
and comply with all applicable State, federal Health Plan and Payor requirements regarding Covered Persons
grievances and appeals, as well as enrollment and disenrollment determinations, including the obligation to provide
information (including medical records and other pertinent information) to Health Plan and Payor within the time
frame required by regulation or, if not SO required, reasonably requested for such purpose.
29.
OFFSHORE SUBCONTRACTORS. In addition to the applicable requirements of Section 11 of this
Medicare Product Attachment, Provider shall disclose to Health Plan or Payor in writing, 30 days prior to signing an
offshore contract, all offshore contractor information and an attestation for each such offshore contractor, in a format
required or permitted by CMS. CMS Health Plan Management System Memos 7/23/2007, 9/20/2007, and 8/26/2008.
30.
SCOPE AND CONFLICTS. Nothing in this Medicare Product Attachment shall be held to vary, alter,
waive or extend any of the terms, conditions, agreements or limitations of the Agreement, including the Provider
Manual, except as stated in this Medicare Product Attachment. In the event of any conflict between this Medicare
Product Attachment and any provision of the Agreement, the provisions of this Medicare Product Attachment shall
govern. In the event that any provision of this Medicare Product Attachment conflicts with the provisions of any
statute or regulation applicable to Health Plan or Payor, the provisions of the statute or regulation shall have full force
and effect unless such statute or regulation is preempted by federal law.
31.
TERMINATION. This Medicare Product Attachment shall terminate upon the termination of the
Agreement and under the same terms and conditions specified in the Agreement. This Medicare Product Attachment
may be further terminated by Health Plan immediately upon written notice to Provider if a CMS Contract is
terminated, or if Provider is listed on the GSA List or SAM as excluded or is otherwise suspended or excluded from
participation in Medicare or Medicaid or is listed on the Preclusion List.

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Attachment B: Medicare
EXHIBIT 1
COMPENSATION SCHEDULE
MA PLAN/MA-PD PLAN/DSNP PLAN
PRACTITIONER SERVICES
BEHAVIORAL HEALTH
BALANCED MIND COUNSELING CENTER LLC
This compensation schedule ("Compensation Schedule") sets forth the maximum reimbursement amounts for
behavioral health Covered Services provided by Contracted Providers to Covered Persons enrolled in a Medicare
Product. Where the Contracted Provider's tax identification number ("TIN") has been designated by the Payor as
subject to this Compensation Schedule, Payor shall pay or arrange for payment of a Clean Claim for Covered Services
rendered by the Contracted Provider according to the terms of, and subject to the requirements set forth in, the
Agreement and this Compensation Schedule. Payment under this Compensation Schedule shall consist of the
Allowed Amount as set forth herein less all applicable Cost-Sharing Amounts. All capitalized terms used in this
Compensation Schedule shall have the meanings set forth in the Agreement, the applicable Product Attachment, or
the Definitions section set forth at the end of this Compensation Schedule.
The maximum compensation for practitioner Covered Services rendered to a Covered Person, shall be the "Allowed
Amount". Except as otherwise provided in this Compensation Schedule, the Allowed Amount for practitioner
Covered Services is the lesser of: (i) Allowable Charges; or (ii) 90% of the Medicare fee schedule in effect on the
date of service.
Additional Provisions:
1. Code Change Updates. Payor utilizes nationally recognized coding structures (including, without limitation,
revenue codes, CPT codes, HCPCS codes, ICD codes, national drug codes, ASA relative values, etc., or their
successors) for basic coding and descriptions of the services rendered. Updates to billing-related codes shall
become effective on the date ("Code Change Effective Date") that is the later of: (i) the first day of the month
following sixty (60) days after publication by the governmental agency having authority over the applicable
Product of such governmental agency's acceptance of such code updates, (ii) the effective date of such code
updates as determined by such governmental agency or (iii) if a date is not established by such governmental
agency or the applicable Product is not regulated by such governmental agency, the date that changes are made
to nationally recognized codes. Such updates may include changes to service groupings. Claims processed prior
to the Code Change Effective Date shall not be reprocessed to reflect any such code updates.
2. Fee Change Updates. Updates to the fee schedule shall become effective on the effective date of such fee
schedule updates, as determined by the Payor ("Fee Change Effective Date"). The date of implementation of any
fee schedule updates, i.e. the date on which such fee change is first used for reimbursement ("Fee Change
Implementation Date"), shall be the later of: (i) the first date on which Payor is reasonably able to implement
the update in the claims payment system; or (ii) the Fee Change Effective Date. Claims processed prior to the
Fee Change Implementation Date shall not be reprocessed to reflect any updates to such fee schedule, even if
service was provided after the Fee Change Effective Date.
3.
Claim Form - Professional. Contracted Provider when submitting outpatient or professional claims (billed on a
CMS-1500 claim form, or its successor) spanning multiple dates of service: (i) is required to identify each date
of service; and (ii) must contain modifiers as identified in the Provider Manual. Applicable modifiers should be
placed in the first modifier field for claims payment.
4. Primary Contact Billing. If Covered Person sees more than one health care professional during an encounter, the
NPI billed on the CMS-1500 claim form, or its successor form, should indicate the primary contact. The primary

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contact is defined as the health care professional who spends the greatest amount of time with the client during
services.
5. Provider Type. Services must be provided by the appropriate provider type or specialty as defined in the Provider
Manual. The Allowed Amount may be reduced based on the Contracted Provider's specialty, provider type,
licensing/certifications or education as set forth in the Provider Manual.
6. Modifiers. Unless specifically indicated otherwise, fee amounts listed in the fee schedule represent global fees
and may be subject to reductions based on appropriate Modifier (for example, professional and technical
modifiers). As used in the previous sentence, "global fees" refers to services billed without a Modifier, for which
the fee amount includes both the professional component and the technical component. Modifiers must be used
as appropriate and be specific to primary contact, as applicable.
7. Place of Service Pricing Rules. This fee schedule follows CMS guidelines for determining when services are
priced at the facility or non-facility fee schedule.
8.
Provider Documentation. Provider is required to maintain treatment plans, progress notes, and other similar
documentation as identified in the Provider Manual.
9.
Authorizations. Authorization requirements are as defined in this Agreement or in the Provider Manual. Service
limits, unless specified in this Compensation Schedule, are as defined by the Provider Manual.
10. Level of Care. All reimbursement under this Compensation Schedule shall correspond to the level of care
authorized by Payor.
11. Payment under this Compensation Schedule. Claims should be coded appropriately according to industry
standard coding guidelines (including but not limited to UB Editor, AMA, CPT, CPT Assistant, HCPCS, DRG
guidelines, CMS' National Correct Coding Initiative (CCI) Policy Manual, CCI table edits and other CMS
guidelines). All payments under this Compensation Schedule are subject to the terms and conditions set forth in
the Agreement, the Provider Manual, and any applicable billing manual and claims processing policies.
Definitions:
1. Allowable Charges means a Contracted Provider's billed charges for services that qualify as Covered Services.
2.
Allowed Amount means the amount designated as the maximum amount payable to a Contracted Provider for
any particular Covered Service provided to any particular Covered Person, pursuant to this Agreement or its
Attachments for Covered Services.
3.
Contracted Provider means a physician, hospital, health care professional or any other provider of items or
services that is employed by or has a contractual relationship with Provider, also known in the Agreement as
"Group", "Practitioner" or "Facility". The term "Contracted Provider" includes Provider for those Covered
Services provided by Provider.
4. Cost-Sharing Amounts means any amounts payable by a Covered Person, such as copayments, cost-sharing,
coinsurance, deductibles or other amounts that are the Covered Person's financial responsibility under the
applicable Coverage Agreement, if applicable.

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Attachment C: Commercial-Exchange
PRODUCT ATTACHMENT
(INCLUDING REGULATORY REQUIREMENTS AND COMPENSATION SCHEDULE)
THIS PRODUCT ATTACHMENT (this "Product Attachment") is made and entered between Delaware
First Health, Inc. ("Health Plan") and BALANCED MIND COUNSELING CENTER LLC ("Provider").
WHEREAS, Health Plan and Provider entered into that certain participating provider agreement, as the same
may have been amended and supplemented from time to time (the "Agreement"), pursuant to which Provider and its
Contracted Providers participate in certain Products offered by or available from or through a Company;
WHEREAS, pursuant to the provisions of the Agreement, Contracted Providers will be designated and
participate as "Participating Providers" in the commercial and exchange Products described in this Product
Attachment as Downstream Entities as defined in this Product Attachment; and
WHEREAS, the Agreement is modified or supplemented as hereafter provided.
NOW THEREFORE, in consideration of the recitals, the mutual promises herein stated, the parties hereby
agree to the provisions set forth below.
1.
Defined Terms. For purposes of the Commercial-Exchange Product, the following terms have the
meanings set forth below. All capitalized terms not specifically defined in this Attachment will have the meanings
given to such terms in the Agreement.
1.1
"Commercial-Exchange Product" refers to those programs and health benefit arrangements
offered by a Company that provide incentives to Covered Persons to utilize the services of certain contracted
providers. The Commercial-Exchange Product includes those Coverage Agreements entered into, issued or agreed
to by a Payor under which a Company furnishes administrative services or other services in support of a health care
program for an individual or group of individuals, which may include access to one or more of the Company's
provider networks or vendor arrangements, and which may be provided in connection with a state or governmental-
sponsored, employer-sponsored or other private health insurance exchange, except those excluded by Health Plan.
The Commercial-Exchange Product does not apply to any Coverage Agreements that are specifically covered by
another Product Attachment to the Agreement.
1.2
"Delegated Entity" means any party, including an agent or broker, that enters into an
agreement with Health Plan to provide administrative services or health care services to qualified individuals,
qualified employers or qualified employees and their dependents (as such terms are defined in 45 C.F.R. $156.20).
1.3
"Downstream Entity" means any party, including an agent or broker, that enters into an
agreement with a Delegated Entity or with another Downstream Entity for purposes of providing administrative or
health care services related to the agreement between the Delegated Entity and Health Plan. The term "Downstream
Entity" is intended to reach the entity that directly provides administrative services or health care services to qualified
individuals, qualified employers, or qualified employees and their dependents (as such terms are defined in 45 C.F.R.
156.20).
1.4
"Emergency" or "Emergency Care" has the meaning set forth in the Covered Person's
Coverage Agreement.
1.5
"Emergency Medical Condition" has the meaning set forth in the Covered Person's
Coverage Agreement.
1.6
"State" means the State of Delaware, or such other state to the extent that a Coverage
Agreement or Covered Person is subject to such other state's law.

Start of Page No. = 55
2.
Commercial-Exchange Product. This Product Attachment constitutes the "Commercial-Exchange
Product Attachment" and is incorporated into the Agreement between Provider and Health Plan. It supplements the
Agreement by setting forth specific terms and conditions that apply to the Commercial-Exchange Product with respect
to which a Participating Provider has agreed to participate, and with which a Participating Provider must comply in
order to maintain such participation. This Product Attachment applies with respect to the provision of health care
services, supplies or accommodations (including Covered Services) to Covered Persons enrolled in or covered by a
Commercial-Exchange Product.
3.
Participation. Except as otherwise provided in this Product Attachment or the Agreement, all
Contracted Providers under the Agreement will participate as Participating Providers in this Commercial-Exchange
Product, and will provide to Covered Persons enrolled in or covered by a Commercial-Exchange Product, upon the
same terms and conditions contained in the Agreement, as supplemented or modified by this Product Attachment,
those Covered Services that are provided by Contracted Providers pursuant to the Agreement. In providing such
services, Provider shall, and shall cause Contracted Providers, to comply with and abide by the provisions of this
Product Attachment and the Agreement (including the Provider Manual).
4.
Attachments. This Product Attachment includes, at Schedule A, the Regulatory Requirements with
which Participating Providers are required to comply based on State laws governing the applicable Coverage
Agreement or Covered Person, and Compensation Schedule(s) for the Commercial-Exchange Product, which are
incorporated herein by reference.
5.
Construction. This Product Attachment supplements and forms a part of the Agreement. Except as
otherwise provided herein or in the terms of the Agreement, the terms and conditions of the Agreement will remain
unchanged and in full force and effect as a result of this Product Attachment. In the event of a conflict between the
provisions of the Agreement and the provisions of this Product Attachment, this Product Attachment will govern with
respect to health care services, supplies or accommodations (including Covered Services) rendered to Covered
Persons enrolled in or covered by a Commercial-Exchange Product. To the extent Provider or any Contracted
Provider is unclear about its, his or her respective duties and obligations, Provider or the applicable Contracted
Provider shall request clarification from the Company.
6.
Term. This Product Attachment will be coterminous with the Agreement unless a Party terminates
the participation of the Contracted Provider in this Commercial-Exchange Product in accordance with the applicable
provisions of the Agreement or this Product Attachment.
7.
Federal Requirements. The following requirements apply to Delegated and Downstream Entities
under this Commercial Exchange Product Attachment, which includes but is not limited to Provider and all
Contracted Providers.
7.1
Provider's delegated activities and reporting responsibilities, if any, are specified in the
Agreement or applicable attachment to the Agreement (e.g., Delegated Credentialing Agreement, Delegated Services
Agreement, Statement or Work, or other scope of services attachment) attached to this Agreement. If such attachment
is not executed, no administrative functions shall be deemed as delegated.
7.2
CMS, Health Plan and Payor reserve the right to revoke the delegation activities and
reporting requirements or to specify other remedies in instances where CMS, Health Plan or the Payor determine that
Provider or any Downstream Entity has not performed satisfactorily.
7.3
Provider and all Downstream Entities must comply with all applicable laws and regulations
relating to the standards specified under 45 CFR 156.340(a);
7.4
Provider and all Downstream Entities must permit access by the Secretary and Office of
Inspector General (OIG) or their designees in connection with their right to evaluate through audit, inspection or other
means, to the Provider's or Downstream Entities' books, contracts, computers, or any other electronic systems

Start of Page No. = 56
including medical records and documentation, relating to Health Plan's obligations in accordance with federal
standards under 45 CFR $156.340(a) until 10 years from the termination date of this Product Attachment.
8.
Other Terms and Conditions. Except as modified or supplemented by this Attachment, the
compensation hereunder for the provision of Covered Services by Contracted Providers to Covered Persons enrolled
in or covered by this Product is subject to all of the other provisions in the Agreement (including the Provider Manual)
that affect or relate to compensation for Covered Services provided to Covered Persons.

Start of Page No. = 57
Attachment C: Commercial-Exchange
SCHEDULE A
REGULATORY REQUIREMENTS
Delaware
This Schedule A sets forth the provisions that are required by State law to be included in the Agreement with
respect to this Product. Any additional Regulatory Requirements that may apply to the Coverage Agreements or
Covered Persons enrolled in or covered by this Product are or will be set forth in the Provider Manual or another
Attachment. To the extent that a Coverage Agreement, or a Covered Person or a Participating Provider, is subject to
the law cited in the parenthetical at the end of a provision on this Schedule A, such provision will apply to the
rendering of Covered Services to a Covered Person with such Coverage Agreement, or to such Covered Person or
Participating Provider, as applicable.
DE-1 Hold Harmless; Continuation of Care.
Participating Provider agrees that in no event, including but not limited to nonpayment by the Payor or
intermediary, insolvency of the Payor or intermediary, or breach of the Agreement, shall the Participating Provider
bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse
against a Covered Person or a person (other than the Payor or intermediary) acting on behalf of the Covered Person
for services provided pursuant to the Agreement. The Agreement does not prohibit the Participating Provider from
collecting coinsurance, deductibles or co-payments, as specifically provided in the evidence of coverage, or fees for
non-Covered Services delivered on a fee-for-service basis to Covered Persons. (18 DEL. ADMIN. CODE 1403-7.1.1)
In the event of a Payor or intermediary insolvency or other cessation of operations, Covered Services to
Covered Persons will continue through the period for which a premium has been paid to the Payor or Health Plan on
behalf of the Covered Person or until the Covered Person's discharge from an inpatient facility, whichever time is
greater. Covered benefits to Covered Persons confined in an inpatient facility on the date of insolvency or other
cessation of operations will continue until their continued confinement in an inpatient facility is no longer Medically
Necessary. (18 DEL. ADMIN. CODE 1403-7.1.2)
This Section DE-1 shall be construed in favor of the Covered Person, shall survive the termination of the
Agreement regardless of the reason for termination, including the insolvency of the Payor, and shall supersede any
oral or written contrary agreement between a Participating Provider and a Covered Person or the representative of a
Covered Person if the contrary agreement is inconsistent with the hold harmless and continuation of Covered Services
provisions required by this Section DE-1. (18 DEL. ADMIN. CODE 1403-7.2)
DE-2 Termination. When required by law, Health Plan will give Provider a minimum of 60 days' prior
written notice of its intent to terminate or not renew the Agreement. The foregoing does not apply to a decision by
Health Plan to terminate or not renew due to, among other reasons, a breach of the Agreement, loss of professional
liability insurance, indictment or arrest or conviction for a felony or crime of moral turpitude, final internal
disciplinary action (excluding judicial appeals) by a hospital, licensing board or other governmental agency that
impairs a Participating Provider's ability to practice or clinical privileges, failure to meet the minimum requirements
for participation in Health Plan's or Payor's plan, as previously disclosed, adjudication of fraud or in cases involving
imminent harm to patient care. (18 DEL. CODE § 3339).

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Attachment C: Commercial-Exchange
EXHIBIT 1
COMPENSATION SCHEDULE
PRACTITIONER SERVICES
BEHAVIORAL HEALTH
BALANCED MIND COUNSELING CENTER LLC
This compensation schedule ("Compensation Schedule") sets forth the maximum reimbursement amounts for
behavioral health Covered Services provided by Contracted Providers to Covered Persons enrolled in a Commercial-
Exchange Product. Where the Contracted Provider's tax identification number ("TIN") has been designated by the
Payor as subject to this Compensation Schedule, Payor shall pay or arrange for payment of a Clean Claim for Covered
Services rendered by the Contracted Provider according to the terms of, and subject to the requirements set forth in,
the Agreement and this Compensation Schedule. Payment under this Compensation Schedule shall consist of the
Allowed Amount as set forth herein less all applicable Cost-Sharing Amounts. All capitalized terms used in this
Compensation Schedule shall have the meanings set forth in the Agreement, the applicable Product Attachment, or
the Definitions section set forth at the end of this Compensation Schedule.
The maximum compensation for behavioral health practitioner Covered Services rendered to a Covered Person shall
be the "Allowed Amount' Except as otherwise provided in this Compensation Schedule, the Allowed Amount for
behavioral health practitioner Covered Services is the lesser of: (i) Allowable Charges; or (ii) 90% of the Payor's fee
schedule. As applicable, the Allowed Amount may be reduced based on the Contracted Provider's specialty, provider
type, licensing/certifications or education.
Reimbursement for Drugs and Biologicals. The reimbursement for Drugs and Biologicals shall be 100% of the
Average Sales Price (ASP) plus 6%. In the event the item is not listed on the ASP fee schedule, then the
reimbursement shall be 100% of the Average Wholesale Cost (AWP) less twenty percent (20%).
Additional Provisions:
1. Code Change Updates. Payor utilizes nationally recognized coding structures (including, without limitation,
revenue codes, CPT codes, HCPCS codes, ICD codes, national drug codes, ASA relative values, etc., or their
successors) for basic coding and descriptions of the services rendered. Updates to billing-related codes shall
become effective on the date ("Code Change Effective Date") that is the later of: (i) the first day of the month
following sixty (60) days after publication by the governmental agency having authority over the applicable
Product of such governmental agency's acceptance of such code updates, (ii) the effective date of such code
updates as determined by such governmental agency or (iii) if a date is not established by such governmental
agency or the applicable Product is not regulated by such governmental agency, the date that changes are made
to nationally recognized codes. Such updates may include changes to service groupings. Claims processed prior
to the Code Change Effective Date shall not be reprocessed to reflect any such code updates.
2. Fee Change Updates. Updates to the fee schedule shall become effective on the effective date of such fee
schedule updates, as determined by the Payor ("Fee Change Effective Date"). The date of implementation of any
fee schedule updates, i.e. the date on which such fee change is first used for reimbursement ("Fee Change
Implementation Date"), shall be the later of: (i) the first date on which Payor is reasonably able to implement the
update in the claims payment system; or (ii) the Fee Change Effective Date. Claims processed prior to the Fee
Change Implementation Date shall not be reprocessed to reflect any updates to such fee schedule, even if service
was provided after the Fee Change Effective Date.
3.
Fee Sources. In the event CMS contains no published fee amount, alternate (or "gap fill") fee sources may be
used to supply the fee basis amount for deriving fee amount (the "Alternative Fee Source Amount"). Health Plan
will utilize such Alternative Fee Source Amount until such time that CMS publishes its own RBRVS value. At
such time in the future as CMS publishes its own RBRVS value for that CPT/HCPCS code, Payor will use the

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CMS fee amount for that code and no longer use the Alternate Fee Source Amount. If CMS has no published
fee amount or a gap fill fee source is not available for a Covered Service provided to a Covered Person, Payor
may establish a payment amount to apply in determining the Allowed Amount. Until such time as Payor
establishes such a payment amount, the maximum compensation shall be thirty percent (30%) of Allowable
Charges.
4.
Claim Form - Professional. Contracted Provider when submitting outpatient or professional claims (billed on a
CMS-1500 claim form, or its successor) spanning multiple dates of service: (i) is required to identify each date
of service; and (ii) must contain modifiers as identified in the Provider Manual. Applicable modifiers should be
placed in the first modifier field for claims payment.
5. Primary Contact Billing. If Covered Person sees more than one health care professional during an encounter, the
NPI billed on the CMS-1500 claim form, or its successor form, should indicate the primary contact. The primary
contact is defined as the health care professional who spends the greatest amount of time with the client during
services.
6.
Provider Type. Services must be provided by the appropriate provider type or specialty as defined in the Provider
Manual. The Allowed Amount may be reduced based on the Contracted Provider's specialty, provider type,
licensing/certifications or education as set forth in the Provider Manual.
7.
Modifiers. Unless specifically indicated otherwise, fee amounts listed in the fee schedule represent global fees
and may be subject to reductions based on appropriate Modifier (for example, professional and technical
modifiers). As used in the previous sentence, "global fees" refers to services billed without a Modifier, for which
the fee amount includes both the professional component and the technical component. Modifiers must be used
as appropriate and be specific to primary contact, as applicable.
8.
Place of Service Pricing Rules. This fee schedule follows CMS guidelines for determining when services are
priced at the facility or non-facility fee schedule.
9. Provider Documentation. Provider is required to maintain treatment plans, progress notes, and other similar
documentation as identified in the Provider Manual.
10. Authorizations. Authorization requirements are as defined in this Agreement or in the Provider Manual. Service
limits, unless specified in this Compensation Schedule, are as defined by the Provider Manual.
11. Level of Care. All reimbursement under this Compensation Schedule shall correspond to the level of care
authorized by Payor.
12. Payment under this Compensation Schedule. Claims should be coded appropriately according to industry
standard coding guidelines (including but not limited to UB Editor, AMA, CPT, CPT Assistant, HCPCS, DRG
guidelines, CMS' National Correct Coding Initiative (CCI) Policy Manual, CCI table edits and other CMS
guidelines). All payments under this Compensation Schedule are subject to the terms and conditions set forth in
the Agreement, the Provider Manual, and any applicable billing manual and claims processing policies.
Definitions:
1.
Allowable Charges means a Contracted Provider's billed charges for services that qualify as Covered Services.
2. Allowed Amount means the amount designated as the maximum amount payable to a Contracted Provider for
any particular Covered Service provided to any particular Covered Person, pursuant to this Agreement or its
Attachments for Covered Services. As applicable, the Allowed Amount may be reduced based on the Contracted
Provider's specialty, provider type, licensing/certifications or education.

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3. Contracted Provider means a physician, hospital, health care professional or any other provider of items or
services that is employed by or has a contractual relationship with Provider, also known in the Agreement as
"Group", "Practitioner" or "Facility". The term "Contracted Provider" includes Provider for those Covered
Services provided by Provider.
4. Cost-Sharing Amounts means any amounts payable by a Covered Person, such as copayments, cost-sharing,
coinsurance, deductibles or other amounts that are the Covered Person's financial responsibility under the
applicable Coverage Agreement, if applicable.