Document Index PARTICIPATING PROVIDER AGREEMENT 1 ARTICLE I - SCDHHS MEDICAID REQUIREMENTS 1 1 1SOUTH CAROLINA DEPARTMENT OF HEALTH AND HUMAN SERVICES REQUIRED 1SUBCONTRACT BOILERPLATE 1 1.1 1DEFINITIONS 1 2 3ADMINISTRATIVE REQUIREMENTS 3 3 4HOLD HARMLESS 4 1.4 5LAWS 5 1.5 6AUDIT, RECORDS AND OVERSIGHT 6 1.7 8BILLING A MEDICAID MANAGED CARE MEMBER 8 2. 9PROVIDER SUBCONTRACTOR BOILERPLATE 9 2.1 9HEALTHCARE SERVICES 9 2.2 11PAYMENT 11 ARTICLE II - DEFINITIONS 11 ARTICLE) IV - CLAIMS SUBMISSION, PROCESSING, AND COMPENSATION 16 ARTICLE V - RECORDS AND INSPECTIONS 17 ARTICLE INSURANCE AND INDEMNIFICATION 17 ARTICLE VII - DISPUTE RESOLUTION 18 ARTICLE VIII - TERM AND TERMINATION 19 ARTICLE IX - ISCELLANEOUS 20 THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION 23THAT MAY BE ENFORCED BY THE PARTIES. 23 HEALTH PLAN: 23 PROVIDER: 23 PARTICIPATING PROVIDER AGREEMENT 24 SCHEDULE A 24CONTRACTED PROVIDER-SPECIFIC PROVISIONS 24 PARTICIPATING PROVIDER AGREEMENT 27 SCHEDULE B 27PRODUCT PARTICIPATION 27 PARTICIPATING PROVIDER AGREEMENT 28 PARTICIPATING PROVIDER AGREEMENT 29 Attachment A: Medicaid 31 EXHIBIT 1 31COMPENSATION SCHEDULE 31PRACTITIONER SERVICES 31BEHAVIORAL HEALTH 31 Additional Provisions: 31 Definitions: 32 Start of Page No. = 1 PARTICIPATING PROVIDER AGREEMENT This Participating Provider Agreement (together with all Attachments and amendments, this "Agreement") is made and entered by and between Sample Name 1, PhD (known herein as "Medicaid Provider," "Provider" or "SUBCONTRACTOR" and Sample Name 2, Inc. (known herein as "CONTRACTOR", "Health Plan" or "MCO") (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 - SCDHHS MEDICAID REQUIREMENTS The provisions in this Section shall be primary and supersede any provision to the contrary which may occur in any other section of this subcontract. 1 SOUTH CAROLINA DEPARTMENT OF HEALTH AND HUMAN SERVICES REQUIRED SUBCONTRACT BOILERPLATE The following language is required by the South Carolina Department of Health and Human Services ((SCDHHS), heretofore referred to as the "Department") as a condition of participation in the Medicaid program as a subcontractor of a Managed Care Organization. To the extent that any provision of this subcontract conflicts with any provision or requirement set forth within this Section, the Department required language shall be controlling. Any other provision in this agreement notwithstanding, in the event that the Department shall modify, amend, or otherwise change the required subcontract language, as set forth in the MCO Contract, Subcontractor understands and agrees that the Department required subcontract boilerplate shall be amended to conform to the Department's requirements and standards, without the need for a signed, written amendment. 1.1 DEFINITIONS Action - As related to Grievance, either (1) the denial or limited authorization of a requested service, including the type or level of service; (2) the reduction, suspension, or termination of a previously authorized service; (3) the denial, in whole or in part, of payment for a service; (4) the failure to provide services in a timely manner, as defined by the Department; (5) the failure of the CONTRACTOR to act within the timeframes provided in §9.7.1 of the MCO Contract; or (6) for a resident of a rural area with only one CONTRACTOR, the denial of a Medicaid Managed Care Member's request to exercise his or her right, under 42 CFR $438.52(b)(2)(ii), to obtain services outside the CONTRACTOR's network. Additional Services - A service(s) provided by the CONTRACTOR that is a non-covered service(s) by the South Carolina State Plan for Medical Assistance and is offered to Medicaid Managed Care Members in accordance with the standards and other requirements set forth in the Department's Medicaid Managed Care Contract that are outlined in another section of this Contract. PPA (SC) - Medicaid STD 05/01/2017 Page 1 of 33 Start of Page No. = 2 Administrative Services Contracts or Administrative Services Subcontracts - Are subcontracts or agreement that include but are not limited to: 1) any function related to the management of the Medicaid Managed Care Contract with the Department; 2) Claims processing including pharmacy claims; 3) credentialing including those for only primary source verification; 4) all management Service Agreements; and 5) all Service Level Agreements (SLAs) with any Division of Subsidiary of a corporate parent owner. Clean Claim - A claim that can be processed without obtaining additional information from the Provider of the service or from a third party. Continuity of Care - The continuous treatment for a condition (such as pregnancy) or duration of illness from the time of first contact with a healthcare provider through the point of release or long-term maintenance. Emergency Medical Condition - A medical condition manifesting itself by acute symptoms of sufficient severity (including severe pain) such 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 and/or her unborn child) in serious jeopardy; serious impairment to bodily functions, or serious dysfunction of any bodily organ or part. Emergency Services - Covered inpatient and outpatient services that are as follows: (1) furnished by a provider that is qualified to furnish these services under this title; and (2) needed to evaluate or stabilize an Emergency Medical Condition. Federal Qualified Health Center (FQHC) - A South Carolina licensed health center certified by the Centers for Medicare and Medicaid Services that receives Public Health Services grants. An FQHC provides a wide range of primary care and enhanced services in a medically under-served area. Grievance - An expression of dissatisfaction about any matter other than an Action. The term is also used to refer to the overall system that includes grievances and appeals handled at the CONTRACTOR level. (Possible subjects for Grievances 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 Medicaid Managed Care Member's rights.) Medicaid Provider - A Provider of healthcare services or products which includes but is not limited to an institution, facility, agency, person, corporation, partnership, practitioner, specialty physician, group or association approved by the Department, licensed and/or credentialed which accepts as payment in full for providing benefits to Medicaid Managed Care Members amounts pursuant to the CONTRACTOR's reimbursement provisions, business requirements and schedules. Managed Care Organization (MCO) - An entity that has, or is seeking to qualify for, a comprehensive risk contract that is (1) a Federally qualified MCO that meets the advance directive requirements of subpart I of 42 CFR Part 489; or (2) any public or private entity that meets the advance directives requirements and is determined to also meet the following conditions: (a) makes the services it provides to its Medicaid Managed Care Members as accessible (in terms of timeliness, amount, duration, and scope) as those services are to other Medicaid recipients within the area serviced by the entity; and (b) meets the solvency standards of 42 CFR 438.116. This includes any of the entity's employees, affiliated providers, agents, or CONTRACTORS. Management Service Agreements - A type of subcontract with an entity in which the owner of the CONTRACTOR delegates some or all of the comprehensive management and administrative services necessary for the operation of the CONTRACTOR. Medically Necessary Service - Those medical services which: (a) are essential to prevent, diagnose, prevent the worsening of, alleviate, correct or cure medical conditions that endanger life, cause suffering or pain, cause physical deformity or malfunction, threaten to cause or aggravate a handicap, or result in illness or infirmity of a Medicaid Managed Care Member; (b) are provided at an appropriate facility and at the appropriate level of care PPA (SC) - Medicaid STD 05/01/2017 Page 2 of 33 Start of Page No. = 3 for the treatment of the Medicaid Managed Care Member's medical condition; and, (c) are provided in accordance with generally accepted standards of medical practice. Medicaid Managed Care Member - An eligible person(s) who is enrolled with a Department approved Medicaid Managed Care Organization (MCO, a.k.a. CONTRACTOR). For purpose of this subcontract, Medicaid Managed Care Member shall include the patient, parent(s), guardian, spouse or any other person legally responsible for the Medicaid Managed Care Member being served. Minimum Subcontract Provision (MSP) - Minimum Service Provisions are detailed in subsection 2 below. Primary Care Provider (PCP) - The provider, serving as the entry point into the health care system, for the Medicaid Managed Care Member responsible for providing primary care, coordinating and monitoring referrals to specialist care, authorizing hospital services, and maintaining Continuity of Care. Rural Health Clinic (RHC) - A South Carolina licensed rural health clinic is certified by the Centers for Medicare and Medicaid Services and receiving Public Health Services grants. An RHC is eligible for state defined cost based reimbursement from the Medicaid fee-for-service program. An RHC provides a wide range of primary care and enhanced services in a medically underserved area. Provider - The Healthcare Medicaid Provider who is providing services for the CONTRACTOR under this Contract. Service Level Agreement (SLA) - A type of subcontract with a corporate owner or any of its Divisions or Subsidiaries that requires specific levels of service for administrative functions or services for the CONTRACTOR specifically related to fulfilling the CONTRACTOR's obligations to the Department under the terms of this Contract. Subcontract - A written agreement between the CONTRACTOR and a third party to perform a part of the CONTRACTOR's obligations as specified under the terms of this Contract. Subcontractor - Any organization or person who provides any functions or service for the CONTRACTOR specifically related to securing or fulfilling the CONTRACTOR's obligations to Department under the terms of this Contract. 2 ADMINISTRATIVE REQUIREMENTS 1.2.1 The Department retains the right to review any and all subcontracts entered into for the provision of any services under this Contract. 1.2.2 The Department does not require the Subcontractor to participate in any other line of business (i.e. Medicare Advantage or commercial) offered by the CONTRACTOR in order to enter into a business relationship with the CONTRACTOR. 1.2.3 The Department does not require the Subcontractor to participate in the Network of any other Managed Care Organization as a condition of doing business with CONTRACTOR. 1.2.4 The CONTRACTOR and the Subcontractor shall be responsible for resolving any disputes that may arise between the two (2) parties, and no dispute shall disrupt or interfere with the Continuity of Care of a Medicaid Managed Care Member. Subcontractor recognizes and agrees that it does not have a right to a State Fair Hearing before the Department's Division of Appeals and Hearings. 1.2.5 The Subcontractor 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 PPA (SC) - Medicaid STD 05/01/2017 Page 3 of 33 Start of Page No. = 4 of its services hereunder. The Subcontractor further covenants that, in the performance of this Contract, no person having any such known interests shall be employed. 1.2.6 The Subcontractor recognizes that in the event of termination of the Department's Medicaid Managed Care Contract between the CONTRACTOR and Department, the CONTRACTOR is required to make available to the Department or its designated representative, in a usable form, any and all records, whether medical or financial, related to the CONTRACTORS and Subcontractor's activities undertaken pursuant to this Contract. The Provider agrees to furnish any records to the CONTRACTOR that the CONTRACTOR would need in order to comply with this provision. The provision of such records shall be at no expense to the Department. 1.2.7 In the event of termination of this Subcontract, the Department must be notified of the intent to terminate this Contract one hundred and twenty (120) calendar days prior to the effective date of termination. The date of termination will be at midnight on the last day of the month of termination. 1.2.8 If the termination of this Contract is as a result of a condition or situation that would have an adverse impact on the health and safety of Medicaid Managed Care Members, the termination shall be effective immediately and the Department will be immediately notified of the termination and provided any information requested by Department. 1.2.9 The Contractor and Subcontractor shall develop, maintain and use a system for Prior Authorization and Utilization Management that is consistent with this Subcontract. 3 HOLD HARMLESS 1.3.1 At all times during the term of this Contract, the Subcontractor shall, except as otherwise prohibited or limited by law, indemnify, defend, protect, and hold harmless the Department and any of its officers, agents, and employees from: 1.3.1.1 Any claims for damages or losses arising from services rendered by any subcontractor, person, or firm performing or supplying services, materials, or supplies for the Subcontractor in connection with the performance of this Contract; 1.3.1.2 Any claims for damages or losses to any person or firm injured or damaged by erroneous or negligent acts, including disregard of state or federal Medicaid regulations or legal statutes, by the Subcontractor, its agents, officers, employees, or subcontractors in the performance of this Contract; 1.3.1.3 Any claims for damages or losses resulting to any person or firm injured or damaged by Subcontractor, its agents, officers, employees, or subcontractors by the publication, translation, reproduction, delivery, performance, use, or disposition of any data processed under this Contract in a manner not authorized by the Contract or by federal or state regulations or statutes; 1.3.1.4 Any failure of the Subcontractor, its agents, officers, employees, or subcontractors to observe the federal or state laws, including, but not limited to, labor laws and minimum wage laws; 1.3.1.5 Any claims for damages, losses, or costs associated with legal expenses, including, but not limited to, those incurred by or on behalf of the Department in connection with the defense of claims for such injuries, losses, claims, or damages specified above; PPA (SC) - Medicaid STD 05/01/2017 Page 4 of 33 Start of Page No. = 5 1.3.1.6 Any injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and expenses which may in any manner accrue against the Department or their agents, officers or employees, through the intentional conduct, negligence or omission of the Subcontractor, its agents, officers, employees or subcontractors. 1.3.2 As required by the South Carolina Attorney General (SCAG), in circumstances where the Subcontractor is a political subdivision of the State of South Carolina, or an affiliate organization, except as otherwise prohibited by law, neither Subcontractor nor the Department shall be liable for any claims, demands, expenses, liabilities and losses (including reasonable attorney's fees) which may arise out of any acts or failures to act by the other party, its employees or agents, in connection with the performance of services pursuant to this Contract. 1.3.3 It is expressly agreed that the CONTRACTOR, Subcontractor and agents, officers, and employees of the CONTRACTOR or Subcontractor in the performance of this Contract shall act in an independent capacity and not as officers and employees of the Department or the State of South Carolina. It is further expressly agreed that this Contract shall not be construed as a partnership or joint venture between the CONTRACTOR or Subcontractor and the Department and the State of South Carolina. 1.4 LAWS 1.4.1 The Subcontractor shall recognize and abide by all state and federal laws, regulations and the Department's guidelines applicable to the provision of services under the Medicaid Managed Care Program. 1.4.2 The Subcontractor must comply with all applicable statutory and regulatory requirements of the Medicaid program and be eligible to participate in the Medicaid program. 1.4.3 This Subcontract shall be subject to and hereby incorporates by reference all applicable federal and state laws, regulations, policies, and revisions of such laws or regulations shall automatically be incorporated into the Subcontract as they become effective. 1.4.4 The Subcontractor represents and warrants that it has not been excluded from participation in the Medicare and/or Medicaid program pursuant to 1128 (42 U.S.C. 1320a-7) (2001, as amended) or 1156 (42 U.S.C. 1320 c-5) (2001, as amended) of the Social Security Act or is not otherwise barred from participation in the Medicaid and/or Medicare program. 1.4.5 The Subcontractor also represents and warrants that it has not been debarred, suspended or otherwise excluded from participating in procurement activities under the Federal Acquisition Regulation or from non-procurement activities under regulations issued under Executive Orders. 1.4.6 The Subcontractor shall not have a Medicaid contract with the Department that was terminated, suspended, denied, or not renewed as a result of any action of Center for Medicare and Medicaid Services (CMS), United States Department of Health and Human Services (HHS), or the Medicaid Fraud Unit of the Office of the South Carolina Attorney General. Subcontractors who have been sanctioned by any state or federal controlling agency for Medicaid and/or Medicare fraud and abuse and are currently under suspension shall not be allowed to participate in the Medicaid Managed Care Program. In the event the Subcontractor is suspended, sanctioned or otherwise excluded during the term of this Contract, the Subcontractor shall immediately notify the CONTRACTOR in writing. 1.4.7 The Subcontractor ensures that it does not employ individuals who are debarred, suspended, or otherwise excluded from participating in federal procurement activities and/or have an PPA (SC) - Medicaid STD 05/01/2017 Page 5 of 33 Start of Page No. = 6 employment, consulting, or other Contract with debarred individuals for the provision of items and services that are significant to the CONTRACTOR's contractual obligation. 1.4.8 The Subcontractor shall check the Excluded Parties List Service administered by the General Services Administration, when it hires any employee or contracts with any Subcontractor, to ensure that it does not employ individuals or use Subcontractors who are debarred, suspended, or otherwise excluded from participating in federal procurement activities and/or have an employment, consulting, or other contract with debarred individuals for the provision of items and services that are significant to Subcontract's contractual obligation. The Subcontractor shall also report to the CONTRACTOR any employees or Subcontractors that have been debarred, suspended, and/or excluded from participation in Medicaid, Medicare, or any other federal program. 1.4.9 In accordance with 42 CFR $455.104 (2010, as amended), the Subcontractor agrees to provide full and complete ownership and disclosure information with the execution of this Contract and to report any ownership changes within thirty-five (35) calendar days to the CONTRACTOR. Provider must download the appropriate form from the CONTRACTOR's website or request a printed copy be sent. Failure by the Provider to disclose this information may result in termination of this Contract. 1.4.10 It is mutually understood and agreed that all contract language, specifically required by the Department, shall be governed by the laws and regulations of the State of South Carolina both as to interpretation and performance by Subcontractor. Any action at law, suit in equity, or judicial proceeding for the enforcement of the Department required language shall be instituted only in the courts of the State of South Carolina. 1.5 AUDIT, RECORDS AND OVERSIGHT 1.5.1 The Subcontractor shall maintain an adequate record system for recording services, service providers, charges, dates and all other commonly accepted information elements for services rendered to Medicaid Managed Care Members pursuant to this Contract (including, but not limited to, such records as are necessary for the evaluation of the quality, appropriateness, and timeliness of services performed). Medicaid Managed Care Members and their representatives shall be given access to and can request copies of the Medicaid Managed Care Members' medical records, to the extent and in the manner provided by S.C. Code Ann. 44-115-10 et. seq., (Supp. 2000, as amended). 1.5.2 The Department (SCDHHS), HHS, CMS, the Office of Inspector General, the State Comptroller, the State Auditor's Office, and the South Carolina Attorney General's (SCAG) Office shall have the right to evaluate, through audit, inspection, or other means, whether announced or unannounced, any records pertinent to this Contract, including those pertaining to quality, appropriateness and timeliness of services and the timeliness and accuracy of encounter data and claims submitted to the CONTRACTOR. The Subcontractor shall cooperate with these evaluations and inspections. The Subcontractor will make office workspace available for any of the above-mentioned entities or their designees when the entities are inspecting or reviewing any records related to the provision of services under this Contract. 1.5.3 The Subcontractor will allow the Department and the U.S. Department of Health and Human Services, or their designee, to inspect and audit any financial records and/or books pertaining to: 1) the ability of the Subcontractor to ear the risk of financial loss; and 2) services performed or payable amounts under the contract. 1.5.4 Whether announced or unannounced, the Subcontractor shall participate and cooperate in any internal and external quality assessment review, utilization management, and Grievance procedures established by the CONTRACTOR or its designee. PPA (SC) - Medicaid STD 05/01/2017 Page 6 of 33 Start of Page No. = 7 1.5.5 The Subcontractor shall comply with any plan of correction initiated by the CONTRACTOR and/or required by the Department. 1.5.6 All records originated or prepared in connection with the Subcontractor's performance of its obligations under this Contract, including, but not limited to, working papers related to the preparation of fiscal reports, medical records, progress notes, charges, journals, ledgers, and electronic media, will be retained and safeguarded by the Subcontractor in accordance with the terms and conditions of this Contract. The Subcontractor agrees to retain all financial and programmatic records, supporting documents, statistical records and other records of Medicaid Managed Care Members relating to the delivery of care or service under this Contract, and as further required by the Department, for a period of five (5) years from the expiration date of the Contract, including any Contract extension(s). If any litigation, claim, or other actions involving the records have been initiated prior to the expiration of the five (5) year period, the records shall be retained until completion of the action and resolution of all issues which arise from it or until the end of the five (5) year period, whichever is later. If Subcontractor stores records on microfilm or microfiche, the Subcontractor must produce, at its expense, legible hard copy records upon the request of state or federal authorities, within fifteen (15) calendar days of the request. 1.5.7 The Department and/or any designee will also have the right to: 1.5.7.1 Inspect and evaluate the qualifications and certification or licensure of Subcontractors; 1.5.7.2 Evaluate, through inspection of Subcontractor's facilities or otherwise, the appropriateness and adequacy of equipment and facilities for the provision of quality health care to Medicaid Managed Care Members; 1.5.7.3 Audit and inspect any of Subcontractor's records that pertain to health care or other services performed under this Contract, determine amounts payable under this Contract; 1.5.7.4 Audit and verify the sources of encounter data and any other information furnished by Subcontractor or CONTRACTOR in response to reporting requirements of this Contract or the Department's Medicaid Managed Care Contract, including data and information furnished by Subcontractors. 1.5.8 Subcontractor shall release medical records of Medicaid Managed Care Members, as may be authorized by the Medicaid Managed Care Member or as may be directed by authorized personnel of the Department, appropriate agencies of the State of South Carolina, or the United States Government. Release of medical records shall be consistent with the provisions of confidentiality as expressed in this Contract. 1.5.9 Subcontractor shall maintain up-to-date medical records at the site where medical services are provided for each Medicaid Managed Care Member for whom services are provided under this Contract. Each Medicaid Managed Care Member's record must be legible and maintained in detail consistent with good medical and professional practice that permits effective internal and external quality review and/or medical audit and facilitates an adequate system of follow-up treatment. The Department's representatives or designees shall have immediate and complete access to all records pertaining to the health care services provided to the Medicaid Managed Care Member. 1.6 SAFEGUARDING INFORMATION 1.6.1 The Subcontractor shall safeguard information about Medicaid Managed Care Members according to applicable state and federal laws and regulations including but not limited to 42 CFR 431, Subpart F, and Health Insurance Portability and Accountability Act, 45 CFR Parts 160 and 164. PPA (SC) - Medicaid STD 05/01/2017 Page 7 of 33 Start of Page No. = 8 1.6.2 The Subcontractor shall assure that all material and information, in particular information relating to Medicaid Managed Care Members, which is provided to or obtained by or through the Subcontractor's performance under this Contract, whether verbal, written, electronic file, or otherwise, shall be protected as confidential information to the extent confidential treatment is protected under state and federal laws. Subcontractor shall not use any information so obtained in any manner except as necessary for the proper discharge of its obligations and securement of its rights under this Contract. 1.6.3 All information as to personal facts and circumstances concerning Medicaid Managed Care Members obtained by the Subcontractor shall be treated as privileged communications, shall be held confidential, and shall not be divulged to third parties without the written consent of the Department or the Medicaid Managed Care Member, provided that nothing stated herein shall prohibit the disclosure of information in summary, statistical, or other form which does not identify particular individuals. The use or disclosure of information concerning Mcdicaid Managed Care Members shall be limited to purposes directly connected with the administration of this Contract. 1.6.4 All records originated or prepared in connection with the Subcontractor's performance of its obligations under this Contract, including but not limited to, working papers related to the preparation of fiscal reports, medical records, progress notes, charges, journals, ledgers, and electronic media, will be retained and safeguarded by the Subcontractor in accordance with the terms and conditions of this Contract. 1.7 BILLING A MEDICAID MANAGED CARE MEMBER 1.7.1 The Subcontractor may bill a Medicaid Managed Care Member only under the following circumstances: 1.7.1.1 Subcontractor is a provider of services and is seeking to render services that are non-covered services and are not Additional Services, as long as the Subcontractor provides to the Medicaid Managed Care Member a written statement of the services prior to rendering said services. This written statement must include: (1) the cost of each service, (2) an acknowledgement of the Medicaid Managed Care Member's responsibility for payment, and (3) the Medicaid Managed Care Member's signature; or 1.7.1.2 Subcontractor is a provider of services and the service provided has a co-payment, as allowed by the CONTRACTOR, the Subcontractor may charge the Medicaid Managed Care Member only the amount of the allowed co-payment, which cannot exceed the co-payment amount allowed by the Department. 1.7.2 In accordance with the requirements of S.C. Code Ann. § 38-33-130(b) (Supp. 2001, as amended), and as a condition of participation as a qualified Medicaid Provider, the Subcontractor hereby agrees not to bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have recourse against, Medicaid Managed Care Members, or persons acting on their behalf, for health care services which are rendered to such Medicaid Managed Care Members by the Subcontractor, and which are covered benefits under the Medicaid Managed Care Member's evidence of coverage. This provision applies to all covered health care services furnished to the Medicaid Managed Care Member for which the Department does not pay the CONTRACTOR or the CONTRACTOR does not pay the Subcontractor. Provider agrees that this provision is applicable in all circumstances including, but not limited to, non-payment by the CONTRACTOR and insolvency of the CONTRACTOR. The Subcontractor further agrees that this provision shall be construed to be for the benefit of Medicaid Managed Care Members and that this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between the Subcontractor and such Medicaid Managed Care Members. PPA (SC) - Medicaid STD 05/01/2017 Page 8 of 33 Start of Page No. = 9 2. PROVIDER SUBCONTRACTOR BOILERPLATE 2.1 HEALTHCARE SERVICES 2.1.1 The Subcontractor shall ensure adequate access to the services provided under this Contract in accordance with the prevailing medical community standards. 2.1.2 The services covered by this Contract must be in accordance with the South Carolina State Plan for Medical Assistance under Title XIX of the Social Security Act, and the Subcontractor shall provide these services to Medicaid Managed Care Members through the last day that this Contract is in effect. All final Medicaid benefit determinations are within the sole and exclusive authority of the Department or its designee. 2.1.3 The Subcontractor may not refuse to provide Medically Necessary Services or covered preventive services to Medicaid Managed Care Members for non-medical reasons. 2.1.4 The Subcontractor shall render Emergency Services without the requirement of prior authorization of any kind. 2.1.5 The Subcontractor shall not be prohibited or otherwise restricted from advising a Medicaid Managed Care Member about the health status of the Medicaid Managed Care Member or medical care or treatment for the Medicaid Managed Care Member's condition or disease, regardless of whether benefits for such care or treatment are provided under the Department's Medicaid Managed Care Contract, if Provider is acting within the lawful scope of practice. 2.1.6 The CONTRACTOR shall not include covenant-not-to-compete requirements or exclusive provider clauses in its Provider agreements. Specifically, the CONTRACTOR is precluded from requiring that the Provider not provide services for any other South Carolina Medicaid Managed Care CONTRACTOR. In addition, the CONTRACTOR shall not enter into subcontracts that contain compensation terms that discourage providers from serving any specific eligibility category. No provision in this subcontract shall create a covenant-not-to-compete agreement or exclusive provider clause. 2.1.7 The Subcontractor must take adequate steps to ensure that Medicaid Managed Care Members with limited English skills receive, free of charge, the language assistance necessary to afford them meaningful and equal access to the benefits and services provided under this Contract in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et. seq.) (2001, as amended) and it's implementing regulation at 45 C.F.R. Part 80 (2001, as amended). 2.1.8 The Subcontractor shall provide effective Continuity of Care activities, if applicable, that seek to ensure that the appropriate personnel, including the PCP are kept informed of the Medicaid Managed Care Member's treatment needs, changes, progress or problems. 2.1.9 The Subcontractor must adhere to the Quality Assessment Performance Improvement and Utilization Management (UM) requirements consistent with this Contract. The CONTRACTOR is responsible for informing the Subcontractor of such requirements and procedures, including any reporting requirements. 2.1.10 The Subcontractor shall have an appointment system for Medically Necessary Services that is in accordance with the standards in this Contract and prevailing medical community standards. 2.1.11 The Subcontractor shall not use discriminatory practices with regard to Medicaid Managed Care Members such as separate waiting rooms, separate appointment days, or preference to private pay patients. PPA (SC) - Medicaid STD 05/01/2017 Page 9 of 33 Start of Page No. = 10 2.1.12 The Subcontractor must identify Medicaid Managed Care Members in a manner that will not result in discrimination against the Medicaid Managed Care Member in order to provide or coordinate the provision of all core benefits and/or Additional Services and out of plan services. 2.1.13 The Subcontractor agrees that no person, on the grounds of handicap, age, race, color, religion, sex, or national origin, shall be excluded from participation in, or be denied benefits of the CONTRACTOR's program or be otherwise subjected to discrimination in the performance of this Contract or in the employment practices of Provider. The Subcontractor shall show proof of such non-discrimination, upon request, and shall post in conspicuous places, available to all employees and applicants, notices of non-discrimination. 2.1.14 If the Subcontractor performs laboratory services, the Subcontractor must meet all applicable state and federal requirements related thereto. All laboratory-testing sites providing services shall have either a CLIA certificate or waiver of a certificate of registration along with a CLIA identification number. 2.1.15 If the Subcontractor is a hospital, Provider shall notify the CONTRACTOR and the Department of the births when the mother is a Medicaid Managed Care Member. The Subcontractor shall also complete a Department request for Medicaid ID Number (Form 1716 ME), including indicating whether the mother is a Medicaid Managed Care Member, and submit the form to the local/state Department office. 2.1.16 If the Subcontractor is an FQHC/RHC, Provider shall adhere to federal requirements for reimbursement for FQHC/RHC services. This Contract shall specify the agreed upon payment from the CONTRACTOR to the FQHC/RHC. Any bonus or incentive arrangements made to the FQHCs/RHCs associated with Medicaid Managed Care Members must also be specified and included this Contract. 2.1.17 If the Subcontractor is a PCP, the Provider shall have an appointment system for covered core benefits and/or Additional Services that is in accordance with prevailing medical community standards but shall not exceed the following requirements: 2.1.17.1 Routine visits scheduled within four (4) to six (6) weeks. 2.1.17.2 Urgent, non-emergency visits within forty-eight (48) hours. 2.1.17.3 Emergent or emergency visits immediately upon presentation at a service delivery site. 2.1.17.4 Waiting times that do not exceed forty-five (45) minutes for a scheduled appointment of a routine nature. 2.1.17.5 Walk-in patients with non-urgent needs should be seen if possible or scheduled for an appointment consistent with written scheduling procedures. 2.1.17.6 Walk-in patients with urgent needs should be seen within forty-eight (48) hours. 2.1.18 As a PCP, the Provider must also provide twenty-four (24) hour coverage but may elect to provide twenty-four (24) hour coverage by direct access or through arrangement with a triage system. The triage system arrangement must be prior approved by the CONTRACTOR. 2.1.19 The Subcontractor shall submit all reports and clinical information required by the CONTRACTOR, including Early Periodic Screening, Diagnosis, and Treatment (EPSDT), if applicable. PPA (SC) - Medicaid STD 05/01/2017 Page 10 of 33 Start of Page No. = 11 2.2 PAYMENT 2.2.1 CONTRACTOR, or its designee, shall be responsible for payment of services rendered to Medicaid Managed Care Members in accordance with this subcontract and shall pay ninety percent (90%) of all Clean Claims from practitioners, either in individual or group practice or who practice in shared health facilities, within thirty (30) days of the date of receipt. The CONTRACTOR shall pay ninety-nine percent (99%) of all Clean Claims from practitioners, either in individual or group practice or who practice in shared health facilities, within ninety (90) days of the date of receipt. The date of receipt is the date the CONTRACTOR receives the claim, as indicated by its data stamp on the claim. The date of payment is the date of the check or other form of payment. 2.2.2 The Subcontractor and provider may, by mutual written agreement, establish an alternative payment schedule to the one presented. 2.2.3 The Subcontractor shall accept payment made by the CONTRACTOR as payment-in-full for covered services and Additional Services provided and shall not solicit or accept any surety or guarantee of payment from the Medicaid Managed Care Member, except a specifically allowed by 1.7, Billing A Medicaid Managed Care Member. 2.2.4 No Subcontract shall not contain any provision that provides incentives, monetary or otherwise, for the withholding of Medically Necessary Services. 2.2.5 Any incentive plans for providers shall be in compliance with 42 CFR Part 434 (2009, as amended), 42 CFR § 417.479 (2008, as amended), 42 CFR 422.208 and 42 CFR $422.210 (2008, as amended). ARTICLE II - DEFINITIONS As used in this Agreement and each of its Attachments, each of the following terms (and the plural thereof, when appropriate) shall have the meaning set forth herein. 2.1. "Affiliate" means a person or entity directly or indirectly controlling, controlled by, or under common control with Health Plan. 2.2. "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 3.2 or Section 9.7, all of which are incorporated herein by reference and may be amended from time to time as provided in this Agreement. 2.3. "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. 2.4. "Company" means, as appropriate in the context, Health Plan and/or one or more of its Affiliates, except those specifically excluded by Health Plan. 2.5. "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 Medicaid Managed Care Members. 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. 2.6. "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. The term "Contracted Provider" includes Provider for those Covered Services provided by Provider. PPA (SC) - Medicaid STD 05/01/2017 Page 11 of 33 Start of Page No. = 12 2.7. "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. 2.8. "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. 2.9. "Medically Necessary" or "Medical Necessity" shall have the meaning defined in the applicable Coverage Agreement or applicable Regulatory Requirements. 2.10. "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 Medicaid Managed Care Members, that has been approved for participation by Company, and that is designated by Company as a "participating provider" in such Product. 2.11. "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 Medicaid Managed Care Members 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. 2.12. "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 Medicaid Managed Care Members. 2.13. "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). 2.14. "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 agrecment 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. 2.15. "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. 2.16. "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. 2.17. "State" is defined as the state identified in the applicable Attachment. ARTICLE III - PRODUCTS AND SERVICES PPA (SC) - Medicaid STD 05/01/2017 Page 12 of 33 Start of Page No. = 13 3.1. 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 obligations imposed on Provider and Contracted Providers under this Agreement (including each Attachment), and the Provider Manual. 3.2. Participation in Products. Subject to the other provisions of this Agreement, each Contracted Provider may be identified as a Participating Provider in the Product identified designated on Schedule B of this Agreement or added to this Agreement in accordance with Section 2.2 hereof. 3.2.1. 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 the Product identified that is designated on Schedule B to this Agreement or added to this Agreement in accordance with Section 3.2 hereof. 3.2.2. 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 Medicaid Managed Care Members, or (iii) will indefinitely remain a Participating Provider or member of the provider panel for a particular network or Product. 3.2.3. Attached hereto as Schedule C-1 is the initial list of 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 containing the names, office telephone numbers, addresses, tax identification numbers, hospital affiliations, specialties and board status (if applicable), State license number, and National Provider Identifier of 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 thirty (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. 3.2.4. 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 sixty (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. 3.2.5. 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 thirty (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. 3.3. Covered Services. Each Contracted Provider shall provide Covered Services described or referenced in the applicable Product Attachment(s) to Medicaid Managed Care Members 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 Medicaid Managed Care Members with the same degree of care and skill as PPA (SC) - Medicaid STD 05/01/2017 Page 13 of 33 Start of Page No. = 14 customarily provided to patients who are not Medicaid Managed Care Members, 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. 3.4. 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, 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 Medicaid Managed Care Member'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). 3.5. 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 Medicaid Managed Care Members 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. 3.6. Eligibility Determinations. Provider or Contracted Provider shall timely verify whether an individual seeking Covered Services is a Medicaid Managed Care Member. 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 Medicaid Managed Care Members 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 Medicaid Managed Care Member 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. 3.7. 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 Medicaid Managed Care Member 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 Medicaid Managed Care Members only to Participating Providers to provide the Covered Service for which the Medicaid Managed Care Member 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. PPA (SC) - Medicaid STD 05/01/2017 Page 14 of 33 Start of Page No. = 15 3.8. 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 Medicaid Managed Care Members. Nothing in this Agreement (i) is intended to interfere with Contracted Provider's relationship with Medicaid Managed Care Members, or (ii) prohibits or restricts a Contracted Provider from disclosing to any Medicaid Managed Care Member any information that the Contracted Provider deems appropriate regarding health care quality, medical treatment decisions or alternatives. 3.9. 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. 3.10. 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 Medicaid Managed Care Members 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 Medicaid Managed Care Members 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 Medicaid Managed Care Members. 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. 3.11. Nondiscrimination In addition to the nondiscrimination provisions set forth in Article I, Section 2.1.12, Provider and each Contracted Provider will provide Covered Services to Medicaid Managed Care Members 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. 3.12. 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 Medicaid Managed Care Member. In any instance described in subsection (i)-(iii) above, Provider must notify Health Plan or Payor in writing within ten (10) days, and in any instance described in subsection (iv) above, Provider must notify Health Plan or Payor in writing within thirty (30) days, from the date it first obtains knowledge of the pending of the same. 3.13. 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), PPA (SC) - Medicaid STD 05/01/2017 Page 15 of 33 Start of Page No. = 16 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. 3.14. Compliance with Regulatory Requirements. Provider, each Contracted Provider and Company agrce to carry out their respective obligations under this Agreement and the Provider Manual, other than the provision of services under the Medicaid Managed Care Program which are addressed in Article I, Section E.1, 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 due Provider or Contracted Providers from any Company or require Provider or the Contracted Provider to reimburse Company for such amounts. 3.15. 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 five (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) IV - CLAIMS SUBMISSION, PROCESSING, AND COMPENSATION 4.1. 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 Medicaid Managed Care Members. 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. 4.2. Compensation. The compensation for Covered Services provided to a Medicaid Managed Care Member ("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 Medicaid Managed Care Member 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 Medicaid Managed Care Member in accordance with the applicable Compensation Amount less any applicable copayments, cost-sharing or other amounts that are the Medicaid Managed Care Member's financial responsibility under the applicable Coverage Agreement. 4.3. 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. 4.4. 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, PPA (SC) - Medicaid STD 05/01/2017 Page 16 of 33 Start of Page No. = 17 or have any recourse against a Medicaid Managed Care Member or person acting on the Medicaid Managed Care Member's behalf, other than Payor, for Covered Services provided under this Agreement. Nothing in Article I, Section C of this Agreement, shall prohibit collection of any applicable copayments, cost-sharing or other amounts that are the Medicaid Managed Care Member'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 Medicaid Managed Care Members, and supersedes any oral or written agreement entered into between Provider or a Contracted Provider and a Medicaid Managed Care Member. 4.5. 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. ARTICLE V - RECORDS AND INSPECTIONS 5.1. Records. Each Contracted Provider shall maintain medical, financial and administrative records related to items or services provided to Medicaid Managed Care Members, including but not limited to a complete and accurate permanent medical record for each such Medicaid Managed Care Member, in such form and detail as are required by applicable Regulatory Requirements and consistent with generally accepted medical standards. 5.2. 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 Medicaid Managed Care Member 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. 5.3. Record Transfer. Subject to applicable Regulatory Requirements, each Contracted Provider shall cooperate in the timely transfer of Medicaid Managed Care Members' medical records to any other health care provider, at no charge and when required. ARTICLE INSURANCE AND INDEMNIFICATION 6.1. Insurance. During the term of this Agreement and for any applicable continuation period as set forth in Section 8.3 of this Agreement, Provider and 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 one million dollars ($1,000,000) per occurrence, and three million dollars ($3,000,000) in the aggregate unless a lesser amount is accepted by Health Plan or where State law mandates otherwise. Provider and each Contracted Provider will provide Health Plan with at least fifteen (15) 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. PPA (SC) Medicaid STD 05/01/2017 Page 17 of 33 Start of Page No. = 18 6.2. 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. 6.3. 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. ARTICLE VII - DISPUTE RESOLUTION 7.1. 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 sixty (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 7.2 below by providing written notice to the other party. 7.2. Arbitration. If either the Provider Party or the Administrator Party wishes to pursue the Dispute as provided in Section 7.1, 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 one (1) year following, as applicable, the end of the sixty (60) day negotiation period set forth in Section 7.1, 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. 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. Nothing contained in this Article VII shall limit a Party's right to terminate this Agreement with or without cause in accordance with Section 8.2. PPA (SC) - Medicaid STD 05/01/2017 Page 18 of 33 Start of Page No. = 19 ARTICLE VIII - TERM AND TERMINATION 8.1. Term. This Agreement is effective as of the Health Plan Effective Date, and will remain in effect for an initial term ("Initial Term") of three (3) year(s), after which it will automatically renew for successive terms of one (1) year each (cach 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 one hundred eighty (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 one hundred eighty (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 either this Agreement or the Contracted Provider's participation in any other Product in which the Contract Provider participates under this Agreement. 8.2. 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. 8.2.1. Upon Notice. This Agreement may be terminated by either Party giving the other Party at least one hundred eighty (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 one hundred eighty (180) days prior written notice of such termination; in such event, Provider shall immediately notify the affected Contracted Provider of such termination. 8.2.2. 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 ninety (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 sixty (60) day period immediately following the giving of written notice of such breach. Any notice given pursuant to this Section 8.2.2 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. 8.2.3. 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 Medicaid Managed Carc Members, 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 Medicaid Managed Care Members. During the term of any suspension, the Contracted Provider shall notify Medicaid Managed Care Members 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. 8.2.4. 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. 8.2.5. 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 Company's or Payor'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 PPA (SC)-'Medicaid STD 05/01/2017 Page 19 of 33 Start of Page No. = 20 federal health care program. Provider shall immediately notify the affected Contracted Provider of such termination. 8.3. 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 Medicaid Managed Care Members in the applicable Product(s) during the longer of the ninety (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 Medicaid Managed Care Members until such Medicaid Managed Care Members 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 4.4 (Hold Harmless) hereof, in connection with the provision of such Covered 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. 8.4. 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 3.8, 3.10, 4.2, 4.4, 4.5, 5.2, 6.1, 6.2, 6.3, 7.2, 8.3, and 8.4 and Article IX, survive the expiration or termination of this Agreement. ARTICLE IX - ISCELLANEOUS 9.1. Relationship of Parties. The relationship between or among Health Plan, Company, Provider, 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 Medicaid Managed Care Member. 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. 9.2. 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. 9.3. 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. 9.4. 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. 9.5. 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. 9.6. 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 PPA (SC) - Medicaid STD 05/01/2017 Page 20 of 33 Start of Page No. = 21 Contracted Provider. Except as specifically provided in Section 4.4 hereof, no Medicaid Managed Care Member or third party, other than Company, will be considered a third party beneficiary of this Agreement. 9.7. Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended only by written agreement of duly authorized representatives of the Parties. 9.7.1. 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. 9.7.2. 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 thirty (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 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). 9.8. 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. 9.9. 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. 9.10. 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. 9.11. Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given hercunder 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 by a service that provides written receipt of delivery, addressed as follows: PPA (SC) - Medicaid STD 05/01/2017 Page 21 of 33 Start of Page No. = 22 To Health Plan at: To Provider at: Attn: President Attn: Sample Name 3 Sample Name 2, Inc. Sample Name 1, PhD 123 Maple Street, Springfield 456 Oak Avenue, Greenville Columbia, SC 29201 North Charleston, SC 29406 example.email@company.net 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. 9.12. 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. 9.13. 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. 9.14. 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. PPA (SC) - Medicaid STD 05/01/2017 Page 22 of 33 Start of Page No. = 23 THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE PARTIES. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the date set forth beneath their respective signatures. HEALTH PLAN: PROVIDER: Sample Name2, Inc. Sample Name1, PhD (Legibly Print Name of Provider) It Authorized Signature: Smith Authorized Signature: Print Name:-First Last Print Name: Sample Name1, PhD Title: Plan President and CEO Title: Clinical Psychologist Signature Date: 11/1/18 Signature Date: 6-15-18 ECM #: 123456 Tax Identification Number: 123456789 [ To be completed by Health Plan only: State Medicaid Number AB1234 Effective Date: SEP 0 7 2018 National Provider Identifier: 1234567890 I PPA (SC) - Medicaid STD 05/01/2017 Page 23 of 33 This page has 2 signature. Start of Page No. = 24 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 Medicaid Managed Care Members twenty-four (24) hours per day, seven (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 twenty-four (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 ostcopathic 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 Medicaid Managed Care Members, 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. 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 that such individual agrees to assume responsibility for providing inpatient Covered Services to Medicaid Managed Care Members who are patients of the applicable Practitioner. PPA (SC) - Medicaid STD 05/01/2017 Page 24 of 33 Start of Page No. = 25 2.2 Acceptance of New Patients. To the extent that Practitioner is accepting new patients, such Practitioner must also accept new patients who are Medicaid Managed Care Members with respect to the Products in which such Practitioner participates. Practitioner shall notify Company in writing forty-five (45) days prior to such Practitioner's decision to no longer accept Medicaid Managed Care Members 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 Medicaid Managed Care Member'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 Medicaid Managed Care Members. 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 Medicaid Managed Care Members with respect to the Products in which such Ancillary Provider participates. Ancillary Provider shall notify Company in writing forty-five (45) days prior to such Ancillary Provider's decision to no longer accept Medicaid Managed Care Members with respect to a particular Product. In no event will an established patient of any Ancillary Provider be considered a new patient. 4 FQHC. If Provider or a Contracted Provider is a federally qualified health center ("FQHC"), the following provision applies. 4.1 FOHC 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 bc referred to as "FTCA Coverage"), Section 6.1 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 6.1 of this Agreement will apply to a Contracted Provider immediately upon such Contracted Provider's loss of FTCA Coverage for any reason. 5 HCBS Providers. If a Provider or a Contracted Provider provides Home and Community-Based Services ("HCBS"), the following provisions apply. 5.1 CLTC Provider Manual. Provider shall provide Covered Services in accordance with the terms of the Division of Community Long Term Care ("CLTC") Provider Manual. 5.2 HCBS Waiver Authorization. Provider shall not provide HCBS Covered Services to Medicaid Managed Care Members without the required HCBS waiver authorization. 5.3 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 Medicaid Managed Care Members. 5.4 Acknowledgement. Health Plan acknowledges that Provider is a provider of HCBS Covered Services 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. PPA (SC) - Medicaid STD 05/01/2017 Page 25 of 33 Start of Page No. = 26 5.5 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: a) Provider or the applicable Contracted Provider shall notify Health Plan of a Medicaid Managed Care Member's visit to the emergency department of any hospital, or of a Medicaid Managed Care Member's hospitalization, within 24 hours of becoming aware of such visit or hospitalization. b) Provider or the applicable Contracted Provider shall notify Health Plan of any change to a Medicaid Managed Care Member's plan of care and/or service plan, within 24 hours of becoming aware of such change. c) Provider or the applicable Contracted Provider shall notify Health Plan if a Medicaid Managed Care Member misses an appointment with Provider, within 24 hours of becoming aware of such missed appointment. d) Provider or the applicable Contracted Provider shall notify Health Plan of any change in a Medicaid Managed Care Member'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.) e) 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.) f) 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. 5.6 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 Medicaid Managed Care Members 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. 5.7 Quality Improvement Plan. Each Contracted Provider shall participate in Health Plan's HCBS 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. 5.8 Electronic Visit Verification. If Contracted Provider is a personal care aide, Contracted Provider shall comply with Health Plan's electronic visit verification system requirements where applicable. 5.9 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 within a reasonable time period following the completion thereof. Provider agrees to immediately notify Health Plan of any criminal convictions of any Contracted Provider. Provider shall pay any costs associated with such criminal background checks. PPA (SC) - Medicaid STD 05/01/2017 Page 26 of 33 Start of Page No. = 27 PARTICIPATING PROVIDER AGREEMENT SCHEDULE B PRODUCT PARTICIPATION Provider will be designated as a "Participating Provider" in the Medicaid Managed Care Program as of the date of successful completion of credentialing in accordance with this Agreement. PPA (SC) - Medicaid STD 05/01/2017 Page 27 of 33 Start of Page No. = 28 PARTICIPATING PROVIDER AGREEMENT SCHEDULE C-1 CONTRACTED PROVIDERS NOTE: This Schedule is intended to capture all groups, clinics and facilities participating under the Agreement (i.e., are Contracted Providers under this Agreement) as of the Effective Date. PPA (SC) - Medicaid STD 05/01/2017 Page 28 of 33 -------Table Start-------- b3b918fd-5a39-42be-a9b5-b9f691ab3b95 [['ENTITY/GROUP/CLINIC/FACILITY NAME', 'TAX ID #', 'NPI #'], ['Sample name 1, PhD', '123456789', '1234567890'], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None], [None, None, None]] SCHEDULE C-1 CONTRACTED PROVIDERS NOTE: This Schedule is intended to capture all groups, clinics and facilities participating under the Agreement (i.e., are Contracted Providers under this Agreement) as of the Effective Date. -------Table End-------- Start of Page No. = 29 PARTICIPATING PROVIDER AGREEMENT SCHEDULE C-2 Covered Services to be provided include the following (check all that apply): PPA (SC) - Medicaid STD 05/01/2017 Page 29 of 33 -------Table Start-------- 213df661-696e-4b3b-811c-31e0a9d5980c [['COVERED SERVICE APPLICABLE ONLY IF CHECKED', 'COVERED SERVICES', 'REMARKS'], [None, 'Ambulatory Surgical Services', None], [None, 'Audiology Services', None], [None, 'Childbirth Education Services', None], [None, 'Chiropractic Services', None], [None, 'Corneal Transplants', None], [None, 'Developmental Evaluation Services', None], [None, 'Dialysis, Outpatient', 'Limited to Emergent'], [None, 'Durable Medical Equipment and Supplies', None], [None, 'Early and Periodic Screening, Diagnostic, and Treatment Services', None], [None, 'Emergency Transportation Services', None], [None, 'Emergency Services', None], [None, 'Family Planning Services', None], [None, 'Federally Qualified Health Center Services', None], [None, 'Home and Community Based Services (HCBS)', None], [None, 'Home Health Services', None], [None, 'Hospice Services', None], [None, 'Inpatient Hospital Services', None], [None, 'Laboratory Services', 'See Physician Office STAT Lab list found in Provider Manual'], [None, 'Radiological Services', 'Management of high cost diagnostic/imaging services, including CTs, MRIs, MRAs, PETs and Nuclear Cardiology services, performed in the outpatient setting require prior authorization from care coordination vendor'], ['X', 'Mental Health/Drug Abuse Assessment Services', None], [None, 'Nurse Midwife Services', None], [None, 'Nurse Practitioner Services', None], [None, 'Nursing Facility Services', None], [None, 'Obstetrical Services', None], [None, 'Occupational Therapy Services', None], [None, 'Orthotic and Prosthetic Services', None], [None, 'Oral Surgery', None]] PARTICIPATING PROVIDER AGREEMENT SCHEDULE C-2 Covered Services to be provided include the following (check all that apply): -------Table End-------- Start of Page No. = 30 PPA (SC) - Medicaid STD 05/01/2017 Page 30 of 33 -------Table Start-------- [['COVERED SERVICE APPLICABLE ONLY IF CHECKED', 'COVERED SERVICES', 'REMARKS'], [None, 'Outpatient Hospital Services', None], [None, 'Pharmacy Services', 'Specialty drugs and injectibles obtained from specialty pharmaceutical vendor'], [None, 'Physical Therapy Services', None], [None, 'Physician Services', None], [None, 'Podiatric Services', None], [None, 'Pregnancy-Related Services', None], [None, 'Intermittent Home Nursing Services', None], [None, 'Rural Health Clinic Services', None], [None, 'Speech Therapy Services', None], [None, 'Swing Bed Services', None], [None, 'Urgent Care', None]] None -------Table End-------- Start of Page No. = 31 Attachment A: Medicaid EXHIBIT 1 COMPENSATION SCHEDULE PRACTITIONER SERVICES BEHAVIORAL HEALTH Sample Name1, PhD This compensation schedule ("Compensation Schedule") sets forth the maximum reimbursement amounts for behavioral health Covered Services provided by Contracted Providers to Medicaid Managed Care Members 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 Medicaid Managed Care Member, 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) one hundred percent (100%) of the Payor's Medicaid fee schedule. If there is no established payment amount on the Payor's Medicaid fee schedule for a Covered Service provided to a Medicaid Managed Care Member, 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 twenty five percent (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 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 PPA (SC) - Medicaid STD 05/01/2017 Page 31 of 33 Start of Page No. = 32 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 Medicaid Managed Care Member 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. 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. 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 Medicaid Managed Care Member, 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 Medicaid Managed Care Member, such as copayments, cost-sharing, coinsurance, deductibles or other amounts that are the Medicaid Managed Care Member's financial responsibility under the applicable Coverage Agreement, if applicable. 5. Per Encounter includes all services rendered to a Medicaid Managed Care Member within a 23-hour period unless paid on the basis of an all-inclusive Per Diem rate or DRG pricing methodology, including, but not limited to, physician and other professional fees billed by the Facility, nursing care, diagnostic and therapeutic PPA (SC) - Medicaid STD 05/01/2017 Page 32 of 33 Start of Page No. = 33 facility and ancillary services, and, if applicable, room and board charges. services, durable medical equipment, supplies (including, but not limited to anesthesia supplies), medications, PPA (SC) - Medicaid STD 05/01/2017 Page 33 of 33