query-orchestration/assets/sampleOne/molina_2016.txt

Document Index
Sample Company Name, Inc.   1
HOSPITAL SERVICES AGREEMENT   1
SIGNATURE PAGE   1
Provider Signature and Information:   1
HOSPITAL SERVICES AGREEMENT   3
RECITALS   3
ARTICLE ONE - DEFINITIONS   3
ARTICLE TWO - PROVIDER OBLIGATIONS   5
ARTICLE THREE - HEALTH PLAN'S OBLIGATIONS   9
ARTICLE FOUR - CLAIMS PAYMENT   10
ARTICLE FIVE - TERM AND TERMINATION   12
ARTICLE SIX - GENERAL PROVISIONS   13
6.12   16Notice.   16
ATTACHMENT A   20
PRODUCTS   20
ATTACHMENT B   21
Compensation Schedule   21
Inpatient Default Rate:   22
Outpatient Default Rate:   22
Chargemaster Protection   22
Annual Rate Adjustment   22
ATTACHMENT B-1   23
Alternate Compensation Schedule   23
Inpatient Carve-outs.   24
Outpatient Default Rate:   24
Chargemaster Protection   24
Annual Rate Adjustment   24
ATTACHMENT C   26
STATE OF TEXAS REQUIRED PROVISIONS   26STATE LAWS   26
ATTACHMENT D   27
COMPANY MARKETPLACE   27
LAWS AND GOVERNMENT PROGRAM REQUIREMENTS   27



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Sample Company Name, Inc.
HOSPITAL SERVICES AGREEMENT
SIGNATURE PAGE
In consideration of the promises, covenants, and warranties stated, the Parties agree as set forth in this Agreement. The
Authorized Representative acknowledges, warrants, and represents that the Authorized Representative has the authority
and authorization to act on behalf of its Party. The Authorized Representative further acknowledges he/she received and
reviewed this Agreement in its entirety.
The Authorized Representative for each Party executes this Agreement with the intent to bind the Parties in accordance
with this Agreement.
Agreement is effective as of 12/01/2016 ("Effective Date")
Provider Signature and Information:
Health Plan Signature and Information:
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-------Table Start--------
0e1ef790-afab-4c0a-9d0f-f357b98b7e78
[['Provider Name: Facilities on Attachment E', 'Provider Name: Facilities on Attachment E'], ['Authorized Representative\'s Signature: XYZ Company, Inc. a Texas Corporation, as the disclosed agent for each facility listed on Attachment E of the Agreement ("Provider") Samtle', "Authorized Representative's Name - Printed: Harvey Specter"], ["Authorized Representative's Title: CFO/VP - XYZ Company, Inc.", "Authorized Representative's Signature Date: 2/8/17"], ['Telephone Number:', 'Fax Number - Official Correspondence:'], ['Mailing Address - Official Correspondence: North Texas Division 456 OakAvenue, Suite 350 Coppell, TX 75039', 'Payment Address - If different than Mailing Address:'], ['Email Address -- Official Correspondence:', 'Tax ID Number - As listed on corresponding tax form: See Attachment E for list of Providers'], ['NPI - That corresponds to the above Tax ID Number: See Attachment E for list of Providers', None]]
 Provider Signature and Information:
-------Table End--------
-------Table Start--------
a3d8c474-5dfe-4f2c-8715-7713f4c6ffb8
[['Sample Company Name, Inc., a Texas Corporation ("Health Plan")', 'Sample Company Name, Inc., a Texas Corporation ("Health Plan")'], ["Authorized Representative's Signature:", "Authorized Representative's Name - Printed: Louis Litt"], ["Authorized Representative's Title: Plan Chief Operating Officer", "Authorized Representative's Countersignature Date: 2/9/17"], ['Mailing Address - Official Correspondence:', 'Email Address - Official Correspondence:']]
 Provider Signature and Information: Health Plan Signature and Information:
-------Table End--------

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Sample Company Name, Inc.
456 OakAvenue,
Suite 400
Coppell, TX 75038
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HOSPITAL SERVICES AGREEMENT
Health Plan and Provider enter into this Agreement as of the Effective Date set forth on the Signature Page of this
Agreement. The Provider and Health Plan each are referred to as a "Party" and collectively as the "Parties".
RECITALS
A.
WHEREAS, Health Plan is a corporation licensed and approved by required agencies to operate a health care
service plan, including without limitation, to issue benefit agreements covering the provision of health care or
other related services and enter into agreements with Participating Providers;
B.
WHEREAS, Health Plan arranges for the provision of certain health care services to Members for its Exchange
benefit plan as a Qualified Health Plan issuer ("QHP Issuer") as that term is defined in 45 C.F.R 155.2 that (1) has
in effect certification that meets the standards described in subpart C of 45 C.F.R. part 156 issued or recognized
by the health insurance exchange for Texas ("Exchange"); and (2) that is offered through the Exchange in
accordance with the process described in subpart K of 45 C.F.R. part 155.
C.
WHEREAS, Provider is approved to render certain health care or other related services and desires to provide
such services to eligible recipients; and
D.
WHEREAS, the Parties intend by entering into this Agreement they will make health care or other related
services available to eligible recipients enrolled in various Products covered under this Agreement.
NOW, THEREFORE, in consideration of the promises, covenants, and warranties stated herein, the Parties agree as
follows:
ARTICLE ONE - DEFINITIONS
1.1
Capitalized words or phrases in this Agreement have the meaning set forth below.
a. Advance Directive means a Member's written instructions, recognized under Law, relating to the provision
of health care, when the Member is not competent to make a health care decision as determined under Law.
b. Agreement means this Hospital Services Agreement between Provider and Health Plan and all attachments,
exhibits, addenda, amendments, and incorporated documents or materials.
C. Centers for Medicare and Medicaid Services ("CMS") means the agency responsible for Medicare and
certain parts of Medicaid, CHIP, MMP, and the Health Insurance Marketplace.
d. Claim means a bill for Covered Services provided by Provider.
e.
Clean Claim means a Claim for Covered Services submitted on an industry standard form, which has no
defect, impropriety, lack of required substantiating documentation, or particular circumstance requiring
special treatment that prevents timely adjudication of the Claim.
f.
Covered Services mean those health care services and supplies, including Emergency Services, provided to
Members that are Medically Necessary and are benefits of a Member's Product.
g. Cultural Competency Plan means a plan that ensures Members receive Covered Services in a manner that
takes into account, but is not limited to, developmental disabilities, physical disabilities, differential abilities,
cultural and ethnic backgrounds, and limited English proficiency Date of Service means the date on which
Provider provides Covered Services or, for inpatient services, the date the Member is discharged.
h. Emergency Medical Condition means a medical condition manifesting itself by acute symptoms of
sufficient severity, which may include severe pain or other acute symptoms, such that a prudent layperson
with an average knowledge of health and medicine could reasonably expect the absence of immediate medical
attention to result in:
a. Serious jeopardy to the health of a patient, including a pregnant woman or a fetus
b. Serious impairment to bodily organ or part.
c. Serious dysfunction of any bodily organ or part.
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With respect to pregnant women, an emergency medical condition when there is:
d. Inadequate time to effect safe transfer to another facility prior to delivery
e. Transfer may impose a threat to the health and safety of the patient or fetus
f.
Evidence of onset of uterine contractions or rupture of the membrane(s)
i. Emergency Services mean medical screening, examination, and evaluation by a physician, or, to the extent
permitted by applicable law, by other appropriate personnel under the supervision of a physician to determine
if an Emergency Medical Condition exists and if it does, the care, treatment, or surgery for a Member by a
physician necessary to relieve or eliminate the Emergency Medical Condition provided in accordance with the
federal Emergency Medical Treatment and Active Labor Act ("EMTALA").
j.
Government Contracts mean those contracts between Health Plan and state and federal agencies for the
arrangement of health care services for applicable Government Programs.
k. Government Programs mean various government sponsored health products in which Health Plan
participates.
1. Government Program Requirements mean the requirements of governmental authorities for an applicable
Government Program, which includes, but is not limited to, the requirements set forth in the Government
Contracts.
m. Grievance Program means the procedures established by Health Plan to timely address Member and
Provider complaints or grievances.
n. Health Insurance Marketplace means those health insurance products/programs required by Title I of the
Patient Protection and Affordable Care Act of 2010 (Pub. L. 111-148), as amended by the Health Care and
Education Reconciliation Act of 2010 (Pub. L. 111-152), referred to collectively as the Affordable Care Act,
including all implementing statutes and regulations.
o. Health Plan means Dummy Healthcare of Texas, Inc., a Texas Corporation.
p. Hospital Providers mean hospital-based physicians and independent licensed non-physician health care
professionals, who are employed by, contract with, or are on the medical staff of Provider to provide Covered
Services. For the avoidance of doubt, a Hospital Provider is not considered a Provider.
q. Law means all statutes and regulations applicable to this Agreement.
. Medically Necessary or Medical Necessity means those medical services and supplies which are provided in
accordance with professionally recognized standards of practice which are determined to be: (a) appropriate
and necessary for the symptoms, diagnosis or treatment of the Member's medical condition; (b) provided for
the diagnosis and direct care and treatment of such condition; (c) not furnished primarily for the convenience
of the Member, the Member's family, the treating provider, or other provider; (d) furnished at the most
appropriate level which can be provided consistent with generally accepted medical standards of care and (e)
consistent with Health Plan policy. Services may not be covered under Health Plan benefits, but may be
determined to be Medically Necessary.
S.
Member means a person enrolled in a Product and who is eligible to receive Covered Services.
t.
Molina Marketplace means the Products offered and sold by Health Plan under the requirements of the
Health Insurance Marketplace.
u.
Overpayments mean a payment Provider receives, which after applicable reconciliation, Provider is not
entitled to receive pursuant to Laws, applicable Government Program Requirements, or this Agreement.
V. Participating Provider means a healthcare facility or practitioner contracted with and, as applicable,
credentialed by Health Plan or Health Plan's designee.
W. Post Stabilization Services means those Covered Services, related to Emergency Medical Condition, that are
provided after a Member is stabilized in order to maintain the stabilized condition, or to improve or resolve
the Member's condition.
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X. Product means the various health insurance programs offered by Health Plan to Members in which Provider
agrees to be a Participating Provider, identified on Attachment A. Products, and which will include any
successors to such Products.
y.
Provider means the entity identified on the Signature Page of this Agreement and includes any person or
entity performing Covered Services on behalf of Provider and for which: (i) an entity of the Provider bills
under an owned tax identification number; and (ii), when applicable, such person or entity has been approved
by Health Plan as a Participating Provider. Each entity or person shall be considered an "Individual Provider".
z.
Provider Manual means Health Plan's provider manuals, policies, procedures, documents, educational
materials, and, as applicable, Supplemental Materials.
aa. Quality Improvement Program ("QI Program") means the policies and procedures, interventions, and
systems, developed by Health Plan for monitoring, assessing, and improving the accessibility, quality, and
continuity of care provided to Members.
bb. Subcontractor means an individual or organization, including Downstream Entity, with which Provider
contracts for the provision of Covered Services or administrative functions related to the performance of this
Agreement, including delegation activities. For the avoidance of doubt, a Subcontractor does not include
Individual Providers.
cc. Utilization Review and Management Program ("UM Program") means the policies, procedures, and
systems developed by Health Plan for monitoring the utilization of Covered Services by Members, including
but not limited to under-utilization and over-utilization.
ARTICLE TWO - PROVIDER OBLIGATIONS
2.1
Provider Standards.
a. Standard of Care. Provider agrees to provide Covered Services within the scope of Provider's business.
Provider will ensure all services and interactions with Members are at a level of care and competence that
equals or exceeds generally accepted and professionally recognized standards of practice, rules, and standards
of professional conduct, Laws and applicable Government Program Requirements.
b. Facilities, Equipment, and Personnel. Provider's facilities, equipment, personnel, and administrative
services will be at a level and quality necessary to perform Provider's duties and responsibilities under this
Agreement and to comply with Laws and applicable Government Program Requirements.
c. Prior Authorization. For Covered Services that require prior authorizations, Provider shall make
commercially reasonable efforts to obtain prior authorization from Health Plan before providing such Covered
Service. Provider will not have to obtain prior authorizations before providing Emergency Services.
Prior to admitting any Member as an inpatient or providing outpatient services, Provider shall use
commercially reasonable efforts to obtain the prior authorization of Health Plan in accordance with Health
Plan's Provider Manual unless the situation is one involving the delivery of Emergency Services. For
Emergency Services that result in an admission, Provider shall notify Health Plan or its agent within twenty-
four (24) hours of admission and shall request authorization from Health Plan prior to the provision of any
post-stabilization care. For non-emergent services, regardless of whether prior authorization was received,
Provider shall cooperate and participate in Health Plan's notification procedures described in Provider Manual
for all inpatient (acute, rehabilitation, mental health and SNF) and outpatient admission on the same day of
admission or at a maximum within twenty-four (24) hours of admission.
d. Use of Participating Providers. Except in the case of Emergency Services or when Provider obtains prior
authorization, Provider will make commercially reasonable efforts to utilize Participating Providers to provide
Covered Services. If a Participating Provider is not available, Provider will make commercially reasonable
efforts to notify Health Plan so Health Plan can determine the appropriate provider to perform such services.
e. Provision of Covered Services. Provider shall provide Covered Services to Members, within the scope of
Provider's license, in accordance with this Agreement, Health Plan's policies and procedures, and the terms
and conditions of the Health Plan product which covers the Member.
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f. Availability of Services. Commencing as of the Effective Date, Provider shall provide hospital inpatient
services as of the date of admission and/or the date of service for outpatient services pursuant to the terms of
this Agreement. Provider shall make Covered Services for acute care hospital services available twenty-four
(24) hours a day, seven (7) days a week or on the same basis as are customarily made available to the
Provider's general patient population. Health Plan acknowledges that not all Covered Services are available
on a 24 hour per day, 7 days per week basis. Provider shall meet the applicable standards for timely access to
care and services, taking into account the urgency of the need for the services.
g.
Provider-Member Communication. Health Plan encourages open Provider-Member communication
regarding Medical Necessity, appropriate treatment, and care. Provider is free to communicate all treatment
options to Members regardless of limitations on Covered Member Eligibility Verification. Provider will
verify eligibility of Members before providing services unless the situation involves the provision of
Emergency Services.
h.
Hospital Admission Notifications. Prior to admitting any Member as an inpatient or outpatient, Provider
shall use commercially reasonable efforts to obtain the prior authorization of Health Plan in accordance with
Health Plan's Provider Manual unless the situation is one involving the delivery of Emergency Services. For
Emergency Services that result in an admission, Provider shall notify Health Plan or its agent within twenty-
four (24) hours of admission and shall request authorization from Health Plan prior to the provision of any
post-stabilization care. For non-emergent services, regardless of whether prior authorization was received,
Provider shall cooperate and participate in Health Plan's notification procedures described in Provider Manual
for all inpatient (acute, rehabilitation, mental health and SNF) and outpatient admission on the same day of
admission or at a maximum within twenty-four (24) hours of admission.
2.2
Standards for Hospital Providers.
a. Hospital Providers. Provider will have a sufficient number of Hospital Providers to provide Covered
Services and meet the needs of Health Plan and its Members. Provider will establish policies and procedures
to ensure non-physician health care professionals, who are employed by, contract with, or are on the medical
staff of Provider to provide Covered Services comply with applicable terms of this Agreement, Law and
applicable Government Program Requirements.
b. Hospital Provider Information. Upon request, Provider will give Health Plan a complete list of its Hospital
Providers and any information required for administration of Products.
c.
Restriction, Suspension, or Termination of Hospital Providers. Provider will promptly restrict, suspend,
or terminate Hospital Providers from providing Covered Services in the following circumstances: (i) the
Hospital Provider ceases to meet credentialing, licensing/certification requirements, or other professional
standards; or (ii) Health Plan or Provider reasonably determine there are serious deficiencies in the quality of
care of the applicable Hospital Provider which affects or could adversely affect the health or safety of
Members.
d. Notification. Provider will notify Health Plan within five (5) business days should any disciplinary or other
action of any kind be implemented against any Participating Provider or Hospital Provider which results in
any suspension, reduction, or modification of hospital privileges. Provider's notification to Health Plan will
state Provider's actions taken against the Hospital Provider or Participating Provider.
e.
Staffing Privileges. Provider agrees to use its best efforts to arrange staff privileges or other appropriate
access for Participating Providers, Health Plan's case management staff, and hospitalist providers who are
qualified medical or osteopathic physicians, provided they meet the reasonable standard of practice and
credentialing standards established by Provider's medical staff and the bylaws, rules, and regulations of
Provider.
2.3
Rights of Members. Provider will observe, protect, and promote the rights of Members.
2.4
Use of Name. Neither Provider nor Health Plan will use the other Party's name, including, but not limited to,
trademarks, service marks, or logos, in advertisements without prior approval. However, Provider may refer to
Health Plan in Provider's listings of participating health plans. Additionally, Health Plan may use Provider's
name and related information in: (i) publications to identify Provider as a Participating Provider; and (ii) as may
be required to comply with the Laws and applicable Government Program Requirements.
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2.5
Non-Discrimination in Enrollment. Provider will not differentiate or discriminate in providing Covered
Services because of race, color, religion, national origin, ancestry, age, sex, marital status, sexual orientation,
physical, sensory or mental handicap, socioeconomic status, or participation in publicly financed programs of
health care services. Provider will provide Covered Services in the same location, in the same manner, in
accordance with the same standards, and within the same time or availability, regardless of payer.
2.6
Recordkeeping.
a.
Maintaining Member Record. Provider will maintain a medical and billing record ("Record") for each
Member to whom Provider provides health care services. The Member's Record will contain all information
required by Laws, generally accepted and prevailing professional practices, applicable Government Program
Requirements, and Health Plan's policies and procedures. Provider will retain such Record for as long as
required by Laws and applicable Government Program Requirements. This section will survive any
termination.
b.
Confidentiality of Member Record. Provider will comply with all Laws, including, but not limited to, the
Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health Information
Technology for Economic and Clinical Health ("HITECH") Act, Health Plan's policies and procedures, and
applicable Government Program Requirements regarding privacy and confidentiality of Members' Record.
Provider will not disclose or use Member names, addresses, social security numbers, identities, other personal
information, treatment modalities, or Record without obtaining appropriate authorization.
C.
Delivery of Member Record. Provider will promptly deliver to Health Plan, upon request or as may be
required by Law, Health Plan's policies and procedures, applicable Government Program Requirements, or
third party payers, any information, statistical data, or Record pertaining to Members served by Provider.
Provider is responsible for the fees associated with producing such records. Provider will further give direct
access to said patient care information as requested by Health Plan or as required by any state or federal
authority/agency with jurisdiction over Health Plan. Health Plan has the right to withhold compensation from
Provider if Provider fails or refuses to give such information to Health Plan promptly. This section will
survive any termination.
d. Member Access to Member Record. Provider will give Members access to Members' Record and other
applicable information, in accordance with Laws, applicable Government Program Requirements, and Health
Plan's policies and procedures. This section will survive any termination.
2.7
Program Participation.
a.
Participation in Grievance Program. Provider shall reasonably participate in Health Plan's Grievance
Program, and will cooperate with Health Plan in identifying, processing, and promptly resolving Member
grievances, complaints, or inquiries.
b.
Participation in Quality Improvement Program. Provider shall reasonably participate in Health Plan's QI
Program, and will cooperate in conducting peer review and audits of care provided by Provider in accordance
with confidentiality and applicable laws.
C.
Participation in Utilization Review and Management Program. Provider will participate in and cooperate
with Health Plan's UM Program. Provider will cooperate with Health Plan in audits to identify, confirm, and
assess utilization levels of Covered Services.
d.
Participation in Credentialing. Provider will participate in and satisfy credentialing criteria established by
Health Plan before the Effective Date and throughout the term of this Agreement. Provider will promptly
notify Health Plan in writing of any change in the information submitted or relied upon by Provider to achieve
or maintain credentialed status. In accordance with Health Plan's policies and procedures, Provider must be
credentialed by Health Plan or Health Plan's designee before providing Covered Services.
e. Health Education/Training. Health Plan will engage Provider in the development and execution of health
education informational, promotional and instructional materials.
2.8
Provider Manual. Health Plan's Provider Manual is made available to Provider at Health Plan's website.
Provider will cooperate with and make commercially reasonable efforts to render Covered Services in accordance
with the contents, instructions and procedures set forth in the Provider Manual, which may be amended from time
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to time by Health Plan. Health Plan will use commercially reasonable efforts to provide ninety (90) days written
notice to Provider of material changes. Provider shall not be required to comply with Health Plan policies and
procedures which decreases its reimbursement under this Agreement or causes Provider to incur additional
administrative costs. In the event of a conflict between Health Plan's policies and procedures or Provider Manual
and this Agreement, this Agreement shall control.
2.9
Supplemental Materials. In addition to the contents, instructions, and procedures set forth in the Provider
Manual, Health Plan may periodically promulgate bulletins or other written materials that may be used to
supplement the Provider Manual or such bulletins or other written materials may be used to provide additional
instruction, guidance or information, separate from the Provider Manual ("Supplemental Materials"). Health Plan
may issue such Supplemental Materials in an electronic format, including, but not limited to, posting on Health
Plan's website and interactive web-portal. Provider can obtain paper copies upon request. Such Supplemental
Materials will become binding upon Provider as of the effective date indicated on the Supplemental Materials,
and, if applicable, such effective date will be determined in accordance with the terms of this Agreement. Provider
shall not be required to comply with Supplemental Materials which have the effect of decreasing Provider's
reimbursement or causes Provider to incur additional administrative costs. In the event of a conflict between
Supplemental Materials and this Agreement, this Agreement shall control.
2.10
Health Plan's Electronic Processes and Initiatives. Provider will participate in and comply with Health Plan's
electronic processes and initiatives, including, but not limited to, electronic submission of prior authorization,
Health Plan access to electronic medical records, electronic claims filing, electronic data interchange ("EDI"),
electronic remittance advice, electronic fund transfers, and registration and use of Health Plan's interactive web-
portal. Such programs, registration, and use are contained in the Provider Manual or Supplemental Materials.
Provider's participation in such processes and initiatives shall be subject to applicable law and regulations and
Provider's applicable policies.
2.11
Information Reporting and Changes. Provider will make commercially reasonable efforts to deliver to Health
Plan a complete list of its health care providers, facilities, and business/practice locations it uses to provide
Covered Services every thirty (30) days, together with specific information required for credentialing and
administration. If Provider does not deliver such information, Health Plan will use the last information received
from Provider. Notwithstanding the above, if a Law or applicable Government Program Requirement requires the
delivery of information described in this section in another matter or different timeframe, Provider will notify
Health Plan in accordance with the Law or applicable Government Program Requirement. Health Plan also
reserves the right to request such information at any time
2.12
Standing.
a.
Requirements. Provider represents it has the appropriate approvals, including, but not limited to. applicable
licenses, certifications, registrations, and permits to provide health care services in accordance with Laws and
applicable Government Program Requirements. Provider will deliver evidence of any approvals to Health
Plan upon request. Provider will maintain such approvals in good standing, free of disciplinary action, and in
unrestricted status. Provider will promptly notify Health Plan of changes in its status, including. but not
limited to, disciplinary action taken by any agency responsible for oversight of Provider.
b.
Unrestricted Status. Provider warrants and represents it has not been and is not currently excluded from, and
will promptly notify Health Plan if it becomes excluded from, participation in a federal or state health care
program.
c.
Malpractice and Other Actions. Provider will give prompt notice to Health Plan of: (i) a malpractice claim
asserted against it by a Member, a payment made by or on behalf of Provider in settlement or compromise of
such a claim, or a payment made by or on behalf of Provider pursuant to a judgment rendered upon such a
claim; (ii) a criminal investigation or proceeding against Provider: (iii) a conviction of Provider for crimes
involving moral turpitude or felonies; and (iv) a civil claim asserted against Provider that may jeopardize
Provider's financial soundness.
d. Liability Insurance. Provider will maintain premises and professional liability insurance in coverage
amounts appropriate for the size and nature of Provider's facility and health care activities or a comparable
program of self-insurance, and in compliance with Laws and applicable Government Program Requirements.
If the coverage is claims made or reporting, Provider agrees to purchase similar "tail" coverage upon
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termination of the Provider's present or subsequent policy. Provider will deliver copies of such insurance
policy to Health Plan within five (5) business days of a written request by Health Plan. Provider will deliver
advance written notice fifteen (15) business days before any change, reduction, cancellation. or termination of
such insurance coverage.
2.13
Non-Solicitation of Members. Provider will not directly solicit or encourage Members to select another health
plan primarily for the purpose of securing financial gain for Provider. Nothing in this provision is intended to
limit Provider's ability to fully inform Members of all available health care treatment options or modalities and
healthcare plans in which Providers participates.
2.14
Laws and Government Program Requirements.
a.
Compliance with Laws and Government Program Requirements. Provider will comply with Laws that
are applicable to this Agreement.
b.
Fraud and Abuse Reporting. Provider will comply with Laws and applicable Government Program
Requirements related to fraud, waste, and abuse. Provider will establish and maintain policies and procedures
for identifying and investigating fraud, waste, and abuse. Provider shall make commercially reasonable efforts
to report to Health Plan's compliance officer final determination of fraud and/or abuse, as defined in Title 42,
of the Code of Federal Regulations, Section 455.2, where there is reason to believe that an incident of fraud
and/or abuse has occurred, by subcontractors, Members, providers, or employees within ten (10) state
working days of the date of final determination.
c.
Advance Directive. Provider will comply with Laws and applicable Government Program Requirements
related to advance directives.
d. Ownership Disclosure Information. If applicable, a Provider must disclose to Health Plan the name and
address of each person, entity, or business with an ownership or control interest in the disclosing entity before
the Effective Date and throughout the term of this Agreement if required by applicable law.
ARTICLE THREE - HEALTH PLAN'S OBLIGATIONS
3.1
Compensation. Health Plan shall pay Provider for Covered Services in accordance with the terms and conditions
of this Agreement and the compensation schedule set forth in Attachment B.
3.2
Member Eligibility Determination. Health Plan will maintain data on Member eligibility and enrollment. Health
Plan will promptly verify Member eligibility at the request of Provider. Health Plan will maintain telephone
and/or electronic or online services twenty-four (24) hours a day, three hundred sixty-five (365) days per year for
purposes of allowing participating providers to confirm Member eligibility.
3.3
Prior Authorization Review. Health Plan will respond with a determination on a prior authorization request in
accordance with the time frames governed by applicable Laws and Government Program Requirements after
receiving all necessary information from Provider.
3.4
Medical Necessity Determination. Health Plan's determination with regard to Medical Necessity, including, but
not limited to, determinations of level of care and length of stay, will govern subject to Provider's right of appeal.
The primary concern with respect to Medical Necessity determinations is the interest of the Member.
3.5
Member Services. Health Plan will provide services to Members, including, but not limited to, assisting
Members in selecting a primary care physician, processing Member complaints and grievances, informing
Members of Health Plan's policies and procedures, providing Members with membership cards, providing
Members with information about Health Plan, and providing Members with access to Health Plan's Provider
Directory.
3.6
Provider Services. Health Plan will make available a provider services department that, among other Health Plan
duties, is available to assist Provider with questions about this Agreement.
3.7
Corrective Action. Health Plan, and state and federal regulators routinely monitor the level, manner, and quality
of Covered Services provided as well as Provider's compliance with this Agreement. If a deficiency is identified,
Health Plan or regulator, in its sole discretion, may choose to issue a corrective action plan. If required by
applicable law, Provider will make commercially reasonable efforts to accept and implement such corrective
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action plan. Provider is not entitled to a corrective action plan prior to any termination however, Provider shall
have the right to cure as provided in Section 5.3.
3.8
Health Plan will:
a. not deny payment for Emergency Services and Emergency Care or Post Stabilization services solely for
failure to provide notice or to obtain coverage verification or prior authorization from Health Plan;
b. not retrospectively deny, for any reason, payment for services rendered by Provider which were previously
authorized, unless false or misleading information was provided upon which authorization was granted;
C.
not unilaterally change, reduce, modify or otherwise adjust downward the reimbursement set out in this
Agreement,
d. not retroactively deny a Claim for Emergency Services and Emergency Care because the condition, which
appeared to be an Emergency Medical Condition under the prudent layperson standard was determined to be a
non-emergency; and
e. conduct audits of paid claims not more than 1 year from the date of payment of the claim.
ARTICLE FOUR - CLAIMS PAYMENT
4.1
Claims.
a. Provider and Health Plan agree to the billing and payment terms set forth in this section and in accordance
with the applicable Product(s)/Program(s) which covers the Member(s). Provider will submit to Health Plan
Clean Claims for Covered Services rendered to Members, and except as otherwise provided by applicable law
and Health Insurance Marketplace Plans, Provider may make commercially reasonable efforts to submit
claims within the following timeframes: (a) when Health Plan is primary, within one hundred eighty (180)
days following the date of discharge for inpatient services or the date of service for all other services; (b)
when Health Plan is secondary, within one hundred eighty (180) days following the final determination of the
primary insurer; or (c) when Provider is not aware that the patient is a Member, within one hundred eighty
(180) days following the date Provider is provided with information identifying the patient as a Member.
b. Provider may employ or contract with certain Hospital Providers such as emergency room physicians,
pathologists, radiologists, anesthesiologists, certified registered nurse anesthetists and intensivists ("Hospital
Based Providers"). Subject to any legal or administrative restrictions and in accordance with Provider's
policies, procedures and bylaws, Provider agrees to provide Health Plan with information regarding such
Hospital Based Providers clinical privileges at Provider. Reimbursement for professional services rendered to
Members by such Hospital Based Providers is not covered by this Agreement, and shall be billed
independently by such providers.
C.
Notwithstanding any provision in this Agreement to the contrary, Provider may appeal and Health Plan shall
review claims that were totally or partially denied for Provider's failure to (i) provide a notice required by this
Agreement; (ii) follow Health Plan's policies; (iii) determine eligibility; or (iv) obtain an authorization
required by this Agreement, to determine if the services rendered were Covered Services and were Medically
Necessary. If in its evaluation of Provider's reconsideration request, Health Plan reasonably determines that
the services provided by Provider, including but not limited to outpatient diagnostic imaging services, were
Covered Services, were Medically Necessary and appropriate for the Member's condition, then Health Plan
shall reverse its denial and reimburse Provider in accordance with Attachment B within ten (10) days of such
determination. If, in its evaluation of Provider's appeal, Plan reasonably determines that the services in
question were not Covered Services, and/or were not Medically Necessary and appropriate for the Member's
condition, and or would not have been paid even had Provider not failed to comply with Health Plan's
policies, then Health Plan may uphold its denial, subject to Provider's right to pursue whatever additional
remedies may be available to it.
4.2
Compensation. Health Plan will pay Provider for Clean Claims for Covered Services, that are determined to be
payable, in accordance with Laws, applicable Government Program Requirements, and this Agreement. Health
Plan will make such payment within forty-five (45) days, unless otherwise required by Laws or applicable
Government Program Requirements. Provider agrees to accept such payment, applicable co-payments,
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deductibles, and coordination of benefits collections as payment in full for Covered Services. Provider's failure to
comply with the terms of this Agreement may result in non-payment to Provider. Such payment to Provider shall
be in accordance with Attachment B.
4.3
Co-payments and Deductibles. Provider is responsible for collection of co-payments, co-insurances, and
deductibles, if any.
4.4
Member Hold Harmless. Provider agrees that in no event, including, but not limited to, non-payment,
insolvency, or breach of this Agreement by Health Plan, will Provider bill, charge, collect a deposit from, seek
remuneration or reimbursement from, or have any recourse against a Member, or person acting on Member's
behalf, for Covered Services provided pursuant to this Agreement. This does not prohibit Provider from collecting
co-insurance, deductibles, or co-payments as specifically provided in the Member's evidence of coverage, or fees
for non-covered health care services provided to Member. This section will survive any termination, regardless of
the reason for the termination, including insolvency of Health Plan.
4.5
Coordination of Benefits. Health Plan is a secondary payer where another payer is primary payer. Provider will
make reasonable inquiry of Members to learn if Member has health insurance or health benefits other than from
Health Plan, or is entitled to payment by a third party under any other insurance or plan of any type. Provider will
promptly notify Health Plan of said entitlement. In the event a coordination of benefits occurs, Provider will be
compensated in an amount equal to the allowable Clean Claim less the amount paid by other health plans,
insurance carriers, and payers, not to exceed the amount specified in the Compensation Schedule of this
Agreement.
4.6
Offset Health Plan agrees that recovery of overpayments shall not be taken from future payments unless agreed
by both parties but shall be billed to Provider with appropriate documentation to substantiate such request for
recovery of overpayment. Provider shall have no obligation to refund overpayments after 365 calendar days from
the date the initial claim was paid.
4.7
Claim Review. Provider acknowledges Health Plan's right to review Provider's claims prior to payment for
appropriateness in accordance with industry standard billing rules, including, but not limited to, current UB
manual and editor, current CPT and HCPCS coding, CMS billing rules, CMS bundling/unbundling rules, National
Correct Coding Initiatives (NCC!) Edits, CMS multiple procedure billing rules, and FDA definitions and
determinations of designated implantable devices and/or implantable orthopedic devices.
4.8
Claim Auditing. Provider acknowledges Health Plan's right to conduct post-payment billing audits subject to the
terms of this Agreement. Provider will cooperate with Health Plan's audits of claims and payments by providing
access at reasonable times to requested claims information, all supporting medical records, Provider's charging
policies, and other related data. Health Plan will use established industry claims adjudication and clinical
practices, state and federal guidelines, and Health Plan's policies and data to determine the appropriateness of the
billing, coding, and payment. This section will survive any termination.
4.9
Authorized Services. Health Plan shall provide Provider with a list of services to be authorized, and will provide
updates to the list when changes are made. Once given by Health Plan, authorization for Provider to provide a
Covered Service may not be retracted or rescinded, nor payment subsequently denied or reduced, unless (1) the
authorization was based upon a material misrepresentation or omission about the Member's health condition by
Provider, or (2) the Member's eligibility has terminated before the services were provided by Provider. Health
Plan is responsible for the authorization of medical services provided to Members. If Provider has obtained
concurrent or prior authorization for a Covered Service provided to a Member, Health Plan will not
retrospectively deny payment for such authorized Covered Service, unless Provider's claim and/or medical record
for such services do not support the specific services and/or level of care authorized by Health Plan or in the case
of fraud or misrepresentation. Health Plan shall conduct medical management throughout the course of treatment.
Provider acknowledges that initial and subsequent authorizations shall be obtained as necessary.
4.10
Network Configuration. Health Plan and Provider acknowledge that the compensation rates applicable to the
Dummy Marketplace Network set forth in Attachment B represent a material discount from typical commercial
rates (the "Marketplace Discount"), are based upon the current Molina Marketplace Network of participating
providers designated in sub-paragraph (a) below, and are provided in exchange for Health Plan's commitment to
encourage Members to use Provider, when appropriate, through a variety of means, including referrals, benefit
designs and medical management processes.
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4.11
Health Plan and Provider agree that Provider shall be a Participating Provider in Health Plan's Company
Marketplace Network. The parties further acknowledge and agree that Health Plan, in its discretion, may modify
the Company Marketplace Network within the Service Area during the term of this Agreement, subject to the
following terms:
a.
Health Plan represents that the acute care hospitals in its Company Marketplace Network
of
participating
providers, or which it intends to include in its Company Marketplace Network of participating providers
("|Company Marketplace Network") within the Service Area will be acute care hospitals owned by Provider and
other independently owned acute care hospitals as follows:
Dummy Hospital 1
Dummy Hospital 2
Dummy Hospital 3
Dummy Hospital 4
Dummy Hospital 5
Dummy Hospital 6
Dummy Hospital 7
Service Area means the following counties in Texas: Tarrant, Dallas, Denton, Johnson, Ellis and Collin.
b. Following the Effective Date should Health Plan elect to add another acute care hospital to the Company
Marketplace Network in the Service Area that is not affiliated with Provider, Health Plan agrees to provide
Provider with written notice at least one hundred and twenty (120) days prior to the effective date of the
addition. If Health Plan adds an additional acute care hospital, that is not affiliated with Provider, in the
Service Area as a participating provider in its Company Marketplace Network and Provider, in its sole
discretion, determines that such addition will materially reduce the volume of Company Marketplace Network
Members who use Provider and hence, will materially reduce the revenues to be derived from the Agreement,
then within forty-five (45) days following such addition to the Company Marketplace Network, Provider may
give notice to Health Plan that the Marketplace Discount set forth in Attachment B shall be eliminated and the
Alternate Compensation Schedule set forth in Attachment B-1 shall apply to the Company Marketplace
Network.
C.
If
a
new
acute
care
hospital
is added to the Company Marketplace Network in the Service Area pursuant
to
Paragraph 4.9(b) above without the required notice to Provider, upon notice from Provider to Health Plan,
Attachment B-1 shall be retroactively applied as of the date of the addition of the new acute care hospital to
the Company Marketplace Network.
ARTICLE FIVE - TERM AND TERMINATION
5.1
Term. This Agreement will commence on the Effective Date and will continue in effect through December 31,
2018.
5.2
Termination without Cause. This Agreement may be terminated without cause at any time by either Party by
giving at least ninety (90) days prior written notice to the other Party.
5.3
Termination with Cause. In the event of a breach of a material provision of this Agreement, the Party claiming
the breach may give the other Party written notice of termination setting forth the facts underlying its claim that
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the other Party breached this Agreement. The Party receiving the notice of termination will have thirty (30) days
from the date of receipt of such notice to remedy or cure the claimed breach to the satisfaction of the other Party.
During this thirty (30) day period, the Parties agree to meet as reasonably necessary and to confer in good faith in
an attempt to resolve the claimed breach. If the Party receiving the notice of termination has not remedied or
cured the breach within such thirty (30) day period, the Party who delivered the notice of termination has the right
to immediately terminate this Agreement.
5.4
Immediate Termination. Notwithstanding any other provision of this Agreement, this Agreement, may
immediately be terminated upon written notice to the other Party in the event any of the following occurs:
a. Provider's license or any other approvals needed to provide Covered Services is limited, suspended, or
revoked, or disciplinary proceedings are commenced against Provider by applicable regulators and accrediting
agencies;
b. Either Party fails to maintain adequate levels of insurance;
C. Provider has not or is unable to comply with Health Plan's credentialing requirements, including, but not
limited to, having or maintaining credentialing status;
d. Either Party becomes insolvent or files a petition to declare bankruptcy or for reorganization under the
bankruptcy laws of the United States, or a trustee in bankruptcy or receiver for Provider or Health Plan is
appointed by appropriate authority;
e. Health Plan reasonably determines that Provider's facility or equipment is insufficient to provide Covered
Services;
f.
Either Party is excluded from participation in state or federal health care programs;
g. Provider is terminated as a provider by any state or federal health care program;
h. Either Party engages in fraud or deception, or permits fraud or deception by another in connection with each
Party's obligations under this Agreement; or
i. Health Plan reasonably determines that Covered Services are not being properly provided, or arranged for by
Provider, and such failure poses a threat to Members' health and safety.
j. Provider violates any state or federal law, statute, rule, regulation or executive order applicable to
performance of its obligations under this Agreement; or
k. Provider fails to satisfy the terms of a corrective action plan when applicable.
5.5
Notice to Members. In the event of any termination, Health Plan will give reasonable advance notice to Members
who are currently receiving care in accordance with Laws and applicable Government Program Requirements.
5.6
Transfer Upon Termination. In the event of any termination, Health Plan may transfer Members to another
provider.
ARTICLE SIX - GENERAL PROVISIONS
6.1
Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party and its officers,
employees and agents from and against any and all third party liability, loss, claim, damage or expense incurred in
connection with and to the extent of (i) any representation and warranty made by the indemnifying party in this
Agreement, and (ii) claims for damages of any nature whatsoever, arising from either party's performance or
failure to perform its obligations hereunder, including but not limited to claims caused, asserted or commenced by
an individual or agency, arising from benefit coverage disputes or any violation or assertion of any violation of
any anti-trust law, regulation or guideline arising out of or in any way connected with indemnifying party's action
or failure to act.
The obligation to provide indemnification under this Agreement shall be contingent upon the party seeking
indemnification (i) providing the indemnifying party with prompt written notice of any claim for which
indemnification is sought, (ii) allowing the indemnifying party to assume and control the defense and settlement
of such claim, (iii) cooperating fully with the indemnifying party in connection with such defense and settlement
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and (iv) not causing or contributing to any occurrence, nor taking any action, or failing to take any action, which
causes, contributes to or increases the indemnifying party's liability hereunder.
Notwithstanding the foregoing subsection (a) this Section shall be null and void to the extent that it is interpreted
to reduce insurance coverage to which either party is otherwise entitled, by way of any exclusion for contractually
assumed liability or otherwise.
Any action by either party must be brought within one year after the cause of action arose.
Regardless of whether there is a total and fundamental breach of this Agreement or whether any remedy provided
in this Agreement fails of its essential purpose, in no event shall either of the parties hereto be liable for any
amounts representing incidental, indirect, consequential, special or punitive damages, whether arising in contract,
tort (including negligence), or otherwise regardless of whether the parties have been advised of the possibility of
such damages, arising in any way out of or relating to this Agreement.
6.2
Relationship of the Parties. Nothing contained in this Agreement is intended to create, nor will it be construed to
create, any relationship between the Parties other than that of independent parties contracting with each other
solely for the purpose of effectuating this Agreement. This Agreement is not intended to create a relationship of
agency, representation, joint venture, or employment between the Parties. Nothing herein contained will prevent
the Parties from entering into similar arrangements with other parties. Each Party will maintain separate and
independent management and will be responsible for its own operations. Nothing contained in this Agreement is
intended to create, nor will be construed to create, any right in any third party to enforce this Agreement.
References to the rights, responsibilities and obligations of Provider in the Agreement mean individually each of
the entities identified in Attachment E. Notwithstanding anything herein to the contrary, all such rights,
responsibilities and obligations are individual and specific to such facilities and the reference to Provider herein in
no way imposes any cross-guarantees or joint responsibility by, between or among such individual Providers.
Notwithstanding anything herein to the contrary, a breach or default by an individual Provider shall not constitute
a breach or default by any other Provider. The Parties further agree that the responsibilities and obligations of
Provider hereunder shall be the sole responsibility of such individual Provider and not that of the Disclosed
Agent, executing this Agreement on behalf of Provider or any other individual Provider or other affiliate of
Provider.
6.3
Governing Law. The laws of the State of Texas will govern this Agreement.
6.4
Entire Agreement. This Agreement, including attachments, addenda, amendments, Supplemental Materials, and
incorporated documents or materials, contains the entire agreement between the Parties relating to the rights
granted and obligations imposed by this Agreement. Any prior agreements, promises, negotiations, or
representations, either oral or written, between the Parties and relating to the subject matter of this Agreement, are
of no force or effect.
6.5
Severability. If a term, provision, covenant, or condition of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions will remain in full force and effect and
will in no way be affected, impaired, or invalidated as a result of such decision.
6.6
Headings and Construction. The headings in this Agreement are for reference purposes only and are not
considered a part of this Agreement in construing or interpreting its provisions. It is the Parties' desire that if a
provision of this Agreement is determined to be ambiguous, then the rule of construction that such provision is
construed against its drafter will not apply to the interpretation of the ambiguous provision. The following rules of
construction apply to this Agreement: (i) the word "day" means calendar day unless otherwise specified; (ii) the
term "business day" means Monday through Friday, except federal holidays; (iii) all words used in this
Agreement will be construed to be of such gender or number as circumstances require; (iv) references to specific
statutes, regulations, rules or forms, such as CMS-1500, include subsequent amendments or successors to them;
and (v) references to any government department or agency include any successor departments or agencies.
6.7
Non-exclusivity. This Agreement will not be construed to be an exclusive Agreement between the Parties. Nor
will it be deemed to be an Agreement requiring Health Plan to refer Members to Provider.
6.8
Amendments.
a.
Regulatory Amendments.
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This Agreement may be unilaterally amended by Health Plan upon written notice to Provider only in order to
comply with applicable regulatory requirements. Health Plan will provide at least 30 days written notice of
any such regulatory amendment, unless a shorter notice is necessary through no fault of either party in order
to accomplish regulatory compliance only. Upon request by Provider, Health Plan will consult with Provider
regarding the regulatory basis for any regulatory amendment to this Agreement. Notwithstanding the above,
Provider shall not be required to comply with any provision in a Regulatory Amendment that is not
mandatory under state or federal law regardless of any non-mandatory provisions set forth in any Regulatory
Amendment. As used in this provision, "mandatory" means that the state or federal law provision cannot be
waived or altered by contract.
b.
Non-Regulatory Amendments. Notwithstanding the Regulatory Amendments section, all amendments must
be in writing and mutually agreed to by both Parties.
6.9
Delegation or Subcontract. Upon the Effective Date, Provider will submit to Health Plan a list identifying each
of Provider's Subcontractors and a description of the Covered Services or administrative services that the
Subcontractor provides. After the Effective Date, Provider will not subcontract with a Subcontractor without the
prior written consent of Health Plan. Such arrangement with a Subcontractor will be in writing and will bind
Subcontractor to the terms required by Health Plan.
6.10
Assignment. Neither party may assign or transfer, in whole or in part, any rights, duties, or obligations under this
Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement is
binding upon, and inures to the benefit of, the Parties and respective successors in interest and assignees.
6.11
Dispute Resolution.
a.
Meet and Confer. Any claim or controversy arising out of or in connection with this Agreement will first be
resolved, to the extent possible, via "Meet and Confer". The Meet and Confer will begin when one Party
delivers notice to the other that it intends to arbitrate a dispute and the basis for its belief that it will prevail in
arbitration. After providing notice of the intent to arbitrate, the Meet and Confer will be held as an informal
face-to-face meeting held in good faith between appropriate representatives of the Parties and at least one (1)
person authorized to settle outstanding claims and pending arbitration matters. The Parties will commence the
face-to-face portion of the Meet and Confer within forty-five (45) days of receiving notice of an intent to
arbitrate or service of an arbitration demand. Such face-to-face Meet and Confer discussion will occur at a
time and location agreed to by the Parties (within the forty-five (45) days) and if both Parties agree that more
face-to-face discussions would be beneficial, the Parties can agree to have more than one (1) in person
settlement discussion or a combination of in person, phone meetings and exchange of correspondence.
b. Binding Arbitration. The Parties agree that any dispute not resolved via Meet and Confer will be settled in
binding arbitration administered by Judicial Arbitration and Mediation Services ("JAMS"), or if mutually
agreed upon, pursuant to another agreed upon Alternative Dispute Resolution ("ADR") provider in
accordance with that ADR provider's Commercial Arbitration Rules, in Dallas, Texas. However, matters that
primarily involve Provider's professional competence or conduct i.e., malpractice, professional negligence, or
wrongful death will not be eligible for arbitration. Either party may initiate arbitration proceedings if the Meet
and Confer discussions do not resolve a dispute within sixty (60) days of the notice of intent to arbitrate.
Any arbitration in which the total amount disputed by one Party is equal to or exceeds one million dollars
($1,000,000.00) will be resolved by a panel of three (3) arbitrators. In the event a panel of three (3) arbitrators
will be used, the claimant will select one (1) arbitrator; the respondent will select one (1) arbitrator; and the
two (2) arbitrators selected by the claimant and respondent will select the third arbitrator whose determination
will be final and binding on the Parties. If possible, each arbitrator will be an attorney with at least fifteen (15)
years of experience, including at least five (5) years of experience in managed health care.
Any arbitration in which the total amount disputed by one Party is equal to or exceeds five hundred thousand
dollars ($500,000.00), but less than one million dollars ($1,000,000.00), the claimant and respondent will
each select a single arbitrator and the two (2) arbitrators selected by the claimant and respondent will select a
single arbitrator who will be responsible for the arbitration proceedings ("Selected Arbitrator"). Each Party
can strike no more than one (1) Selected Arbitrator. The Selected Arbitrator will be an attorney with at least
fifteen (15) years of experience, including at least five (5) years of experience in managed health care.
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Any arbitration in which the total amount disputed by one Party is less than five hundred thousand dollars
($500,000.00) will be resolved by a single arbitrator. In the event a single arbitrator is used, the arbitrator will
be an attorney with at least fifteen (15) years of experience, including at least five (5) years of experience in
managed health care.
The arbitrator will apply Texas substantive law and Federal substantive law where State law is preempted.
Civil discovery for use in such arbitration may be conducted in accordance with federal rules of civil
procedure and federal evidence code, except where the Parties agree otherwise. The arbitrator selected will
have the power to enforce the rights, remedies, duties, liabilities, and obligations of discovery by the
imposition of the same terms, conditions, and penalties as can be imposed in like circumstances in a civil
action by a court in the same jurisdiction. The provisions of federal rules of civil procedure concerning the
right to discovery and the use of depositions in arbitration are incorporated herein by reference and made
applicable to this Agreement. However, in any arbitration in which the total amount disputed by one Party is
less than one million dollars ($1,000,000.00) the Parties agree that each Party will have the right to take no
more than three (3) depositions of individuals or entities, excluding deposition of expert witnesses, and the
Parties agree to exchange copies of all exhibits and demonstrative evidence to be used at the arbitration prior
to the arbitration as deemed appropriate by the arbitrator. The Parties agree that in any arbitration in which the
total amount disputed by one Party is less than five hundred thousand dollars ($500,000.00) each Party will
have the right to take no more than one (1) deposition of individuals or entities and one (1) expert witness,
and the Parties agree to exchange copies of all exhibits and demonstrative evidence to be used at the
arbitration prior to the arbitration as deemed appropriate by the arbitrator. Regardless of the amount in
dispute, rebuttal and impeachment evidence need not be exchanged until presented at the arbitration hearing.
The arbitrator will have no authority to give a remedy or award damages that would not be available to such
prevailing Party in a court of law, nor will the arbitrator have the authority to award punitive damages. The
arbitrator will deliver a written reasoned decision within thirty (30) days of the close of arbitration, unless an
alternate agreement is made during the arbitration. The Parties agree to accept any decision by the arbitrator,
which is grounded in applicable law, as a final determination of the matter in dispute, and judgment on the
award rendered by the arbitrator may be entered in any court having jurisdiction. The award may be reviewed,
vacated, or modified pursuant to the Federal Arbitration Act ("FAA"), 9 USC sections 9-11.
Each Party shall bear its own costs and expenses, including its own attorneys' fees, and shall bear an equal
share of the arbitrator'(s) and administrative fees of arbitration. The parties agree that one or the other may
request a court reporter transcribe the entire proceeding, in which case the parties will split the cost of the
court reporter, but each may elect to purchase or forego purchasing a transcript.
Arbitration must be initiated within one (1) year of the earlier of the date the claim or controversy arose, was
discovered, or should have been discovered with reasonable diligence; otherwise it will be deemed waived.
The use of binding arbitration will not preclude a request for equitable and injunctive relief made to a court of
appropriate jurisdiction.
6.12
Notice.
a. Delivery. All notices required or permitted by this Agreement will be in writing and will be delivered: (i) in
person; (ii) by U.S. Postal Service ("USPS") registered, certified, or express mail with postage prepaid; (iii)
by overnight courier that guarantees next day delivery; (iv) by facsimile transmission; or (v) by e-mail. Any
notice sent with signature delivery confirmation or return receipt requested, is deemed given on the date of
delivery. If no delivery date is shown, notice is deemed given two (2) business days after the postmark date.
Notice delivered by USPS express mail, or by overnight courier that guarantees next day delivery is deemed
given two (2) business days after delivery of the notice to USPS or the overnight courier. For delivery by
facsimile transmission, the notice is deemed delivered upon confirmation of receipt of the transmission. For
delivery by e-mail, the notice is deemed given on the date sent. All notices are deemed given if delivered as
specified in this section.
b. Names & Addresses. The name, mailing address, e-mail address, and facsimile number set forth under the
Signature Page will be the particular Party's information for delivery of notice. Each Party may change its
information through written notice in compliance with this section without amending this Agreement.
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6.13
Waiver. A failure or delay of a Party to exercise or enforce any provision of this Agreement will not be deemed a
waiver of any right of that Party. Any waiver must be specific, in writing, and executed by the Parties.
6.14
Execution in Counterparts and Duplicates. This Agreement may be executed in counterparts, each of which
will be deemed an original, but all of which together will constitute one and the same instrument. The Parties
agree facsimile signatures, pdf signatures, photocopied signatures, or signatures scanned and sent via e-mail will
have the same effect as original signatures.
6.15
Conflict with Health Plan Product. Nothing in this Agreement modifies any benefits, terms, or conditions
contained in the Member's Product. In the event of a conflict between this Agreement and any benefits, terms, or
conditions of a Product, the benefits, terms, and conditions contained in the Member's Product will govern.
6.16
Force Majeure. Neither Party will 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 a public
enemy, war, accident, fire, explosion, earthquake, flood, strikes by either Party's employees, or any other similar
cause beyond the reasonable control of such Party.
6.17
Confidentiality. Any information disclosed by either Party in fulfillment of its obligations under this Agreement,
including, but not limited to, health care information, compensation rates, and the terms of the Agreement, will be
kept confidential. Information provided to the other party, including, but not limited to, Member lists, QI
Program, credentialing criteria, compensation rates, and any other administrative protocols or procedures of
Health Plan, is the proprietary property of disclosing party and will be kept confidential. Neither party will
disclose or release such material to a third party without the written consent of the other party. This section will
survive any termination.
6.18
New Affiliates.
a. New Provider Affiliates.
(i) Health Plan and Provider agree that this Agreement applies to Covered Services rendered at the locations
set forth on Attachment E. In the event Provider or Provider Affiliate (as defined below) organizes or
acquires a new affiliate (either by stock purchase, merger, consolidation, asset purchase or otherwise)
within 100 miles of Collin, Dallas, Denton, Ellis, Johnson and Tarrant counties (the "Service Area") that
offers Covered Services ("New Provider Affiliate") (such organization or acquisition of New Provider
Affiliate described herein shall be considered a "Provider Change Event"), such New Provider Affiliate
shall be added to the Agreement (either through an amendment to the Agreement or by updating the
Provider Location/Networks Attachment, as applicable and as determined by the parties) and considered a
Provider hereunder subject to the terms of this Section 6.18(a), and shall become subject to this
Agreement on the first (1st) day following the Transition Period, as defined below. For the purposes of
this Section 6.18 only, "Provider Affiliate" shall mean any acute care hospital or ambulatory surgery
center directly or indirectly owned or controlled by, or which owns or controls, or which is under
common ownership or control with Provider and which is directly involved in the delivery of health care
services to patients pursuant to this Agreement.
(ii) The parties agree that in the event the New Provider Affiliate is a Participating Provider with Health Plan
pursuant to an existing provider agreement (the "Existing Provider Affiliate Agreement"), Health Plan
and New Provider Affiliate shall continue to be subject to the terms of the Existing Provider Affiliate
Agreement, including reimbursement terms, during the applicable Transition Period (as defined below).
The Parties agree to execute an amendment to add the New Provider Affiliate under this Agreement or
update Attachment E, as applicable and as determined by the Parties, effective as of the first day
following the Transition Period and the New Provider Affiliate shall be reimbursed for services in
accordance with the reimbursement rates set forth in Attachment B and the Existing Provider Affiliate
Agreement shall be deemed to have terminated at that time.
If the New Provider Affiliate was under contract directly with Health Plan or one of Health Plan 's
Affiliates to participate in a network of health care providers immediately preceding the Provider Change
Event, and the New Provider Affiliate does not assume the contract with Health Plan held by the prior
facility operator, or if the New Provider Affiliate is not contracted with Health Plan at the time of
acquisition, the New Provider Affiliate will participate in Health Plan 's network under the terms of this
Agreement. The New Provider Affiliate will be added to this Agreement and the New Provider Affiliate
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shall be reimbursed for services in accordance with the then current reimbursement rates set forth in
Attachment B.
(iii) The "Transition Period" shall mean nine (9) months from the day upon which written notice is given by
Provider of the Provider Change Event to Health Plan in accordance with the provisions of Section 6.12.
(iv) If the New Provider Affiliate is not contracted with Health Plan at the time of acquisition, Health Plan and
Provider agree that it is the intent of the parties that all such entities be included in Health Plan's
Networks and as a Provider under this Agreement as of the date the New Provider Affiliate is approved
for participation via Health Plan's credentialing process.
(v) Subject to any applicable confidentiality or non-disclosure restrictions relative to same, Provider shall
exert commercially reasonable efforts to give not less than sixty (60) days' prior written notice to Health
Plan of any Provider Change Event, including the expected effective date of such Provider Change Event,
with respect to any such New Provider Affiliate.
(vi) In the event a Provider is no longer a Provider Affiliate or a facility operated by a Provider Affiliate, this
Agreement shall no longer be applicable to such divested Provider as of the effective date of such
divestiture, unless a longer period is mutually agreed between the divesting Provider and Health Plan. The
failure to give notice under this Section shall not give rise to any claim for injunctive relief related to the
divesture or to damages.
The terms of this Section 6.18(a) shall control over any similar provision of an Existing Provider Affiliate
Agreement. Notwithstanding anything to the contrary, the Parties agree that section 6.18 shall only apply to
New Provider Affiliates physically located in the State of Texas.
b. New Health Plan Affiliates.
(i) Health Plan may extend access to this Agreement and the rates herein to any corporation, partnership or
other legal entity directly or indirectly owned or controlled by, or which owns or controls, or which is
under common ownership or control with Health Plan ("Health Plan Affiliate") that becomes affiliated
with Health Plan on or after the Effective Date of this Agreement that offers Products, subject to the terms
of this provision 6.18(b).
In the event, after the Effective Date of this Agreement, (A) Health Plan organizes or acquires a new
Health Plan Affiliate that offers or administers health benefit products in the Service Area (a "Health Plan
Change Event" and each such new Health Plan Affiliate a "New Health Plan Affiliate"), and (B) such
health benefit products otherwise qualify as a Product, such New Health Plan Affiliate shall become
subject to this Agreement in accordance with the terms of this Section 6.18(b) on the first day following
the Transition Period (as defined below) which shall begin on the date upon which written notice is
provided to Provider in accordance with the provisions of Section 6.12, at the reimbursement rates set
forth in Attachment B.
(ii) In the event the New Health Plan Affiliate is an already-existing health plan and Provider is already a
participating provider in the health benefit products offered by such New Health Plan Affiliate pursuant to
a provider services agreement between Provider and the New Health Plan Affiliate (the "Existing Health
Plan Affiliate Agreement"), then Provider shall continue to participate in such health benefit products
under the terms of the Existing Health Plan Affiliate Agreement during the Transition Period (as defined
in this Section 6.18(b). Following the Transition Period, the New Health Plan Affiliate shall be subject to
the terms of this Agreement and Provider shall be reimbursed for services provided to Covered
Individuals of the New Health Plan Affiliate in accordance with the reimbursement rates set forth in
Attachment B.
(iii) If the New Health Plan Affiliate was under contract directly with Provider or one of Provider's Affiliates
to participate in a network of health care providers maintained by that business immediately preceding the
Health Plan Change Event, and a Health Plan Affiliate does not assume the contract with Provider held by
the prior entity (i.e. it is not assigned as a part of the transaction) or the New Health Plan Affiliate is not
contracted with Provider at the time of acquisition, Provider will participate in the network for Members
of that acquired business under this Agreement at the same contract rates as are applied under this
Agreement.
MHTHSA050416
Page 18 of 30

Start of Page No. = 19
(iv) Subject to any applicable confidentiality or non-disclosure restrictions relative to same, Health Plan shall
exert commercially reasonable efforts to give not less than sixty (60) days' prior written notice to
Provider of any Health Plan Change Event, including the expected effective date of such Health Plan
Change Event, with respect to any such New Health Plan Affiliate.
(v) The Transition Period shall mean nine (9) months from the day upon which written notice is given by
Health Plan of the Health Plan Change Event to Provider in accordance with the provisions of Section
6.12. Following the Transition Period, a New Health Plan Affiliate that becomes subject to this
Compensation Schedule will be deemed added as a Health Plan Affiliate as of the first day following the
Transition Period.
The terms of this Section 6.18(b) shall control over any similar provision of an Existing Affiliate Agreement.
6.19.
Comply with Laws. Each Party shall comply with applicable Federal Laws. Further, the Parties agree to comply
with applicable State laws as set forth in Attachment C and Attachment D.
MHTHSA050416
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Start of Page No. = 20
ATTACHMENT A
PRODUCTS
1.1
Health Insurance Marketplace - Company Marketplace.
MHTHSA050416
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Start of Page No. = 21
ATTACHMENT B
Compensation Schedule
Inpatient
Carve-outs.
MHTHSA050416
Page 21 of 30


-------Table Start--------
a0ebac72-758a-4492-a0d8-40aa337de32a
[['Service Category', 'Identifier Codes', 'Reimbursement Type', 'Reimbursement 2016 2017', 'Reimbursement 2018'], ["Health Plan agrees accordance with the and submitted on a amounts paid or to be (ii) at the amount(s) to compensate Provider Health Insurance Clean Claim, less any paid by other liable detailed below. on a fee-for-service Marketplace Product, that are applicable Member third parties, if any, at the basis for Covered determined by Health co-payments, deductibles, lesser of: (i) Provider's Services provided in Plan to be payable co-insurance, or billed charges; or", "Health Plan agrees accordance with the and submitted on a amounts paid or to be (ii) at the amount(s) to compensate Provider Health Insurance Clean Claim, less any paid by other liable detailed below. on a fee-for-service Marketplace Product, that are applicable Member third parties, if any, at the basis for Covered determined by Health co-payments, deductibles, lesser of: (i) Provider's Services provided in Plan to be payable co-insurance, or billed charges; or", "Health Plan agrees accordance with the and submitted on a amounts paid or to be (ii) at the amount(s) to compensate Provider Health Insurance Clean Claim, less any paid by other liable detailed below. on a fee-for-service Marketplace Product, that are applicable Member third parties, if any, at the basis for Covered determined by Health co-payments, deductibles, lesser of: (i) Provider's Services provided in Plan to be payable co-insurance, or billed charges; or", "Health Plan agrees accordance with the and submitted on a amounts paid or to be (ii) at the amount(s) to compensate Provider Health Insurance Clean Claim, less any paid by other liable detailed below. on a fee-for-service Marketplace Product, that are applicable Member third parties, if any, at the basis for Covered determined by Health co-payments, deductibles, lesser of: (i) Provider's Services provided in Plan to be payable co-insurance, or billed charges; or", "Health Plan agrees accordance with the and submitted on a amounts paid or to be (ii) at the amount(s) to compensate Provider Health Insurance Clean Claim, less any paid by other liable detailed below. on a fee-for-service Marketplace Product, that are applicable Member third parties, if any, at the basis for Covered determined by Health co-payments, deductibles, lesser of: (i) Provider's Services provided in Plan to be payable co-insurance, or billed charges; or"], ['All IP Admissions', 'Excludes Burn, Transplant, NICU, Vaginal & C-Section Delivery and Normal Newborn Admissions.', 'Base Rate X Current DRG Weights', '168% of Current Year Medicare rate Allowable*', '172% of Current Year Medicare rate Allowable*'], ['Burn Services', 'MS DRG 927-929, 933-935', 'Percent of Billed Charges', '60%', '60%'], ['Transplant Services', 'MS DRG 001-003, 005-010, 014, 016, 017, 652', 'Not Covered under this agreement.', 'Not Covered under this agreement.', 'Not Covered under this agreement.'], ['Vaginal Delivery (includes Well Baby)', 'MS DRG 0767, 0768, 0774, 0775', 'Case Rate (up to 2 days)', '$5,460', '$5,460'], ['C-Section (Includes Well Baby)', 'MS DRG 0765, 0766', 'Case Rate (up to 3 days)', '$8,216', '$8,216'], ['Vaginal Delivery Additional Days', 'MS DRG 0767, 0768, 0774, 0775', 'Per Diem (3 to 999 days)', '$1,872', '$1,872'], ['C-Section Additional Days', 'MS DRG 0765,076', 'Per Diem (4 to 999 days)', '$1,872', '$1,872'], ['Normal Newborn/Boarder Baby', 'Rev Codes 170, 171 or 179', 'Per Diem', '$494', '$494'], ['NICU Level 4', 'Rev Code 174 with MS DRG 789 - 794', 'Per Diem', '$4,420', '$4,420'], ['NICU Level 3', 'Rev Code 173 with MS DRG 789 - 794', 'Per Diem', '$4,420', '$4,420'], ['NICU Level 2', 'Rev Code 172 with MS DRG 789 - 794', 'Per Diem', '$4,420', '$4,420']]
 ATTACHMENT B Compensation Schedule
-------Table End--------

Start of Page No. = 22
Provider will be reimbursed in addition to any Per Diem, Case Rate or DRG.
*All Inpatient Services Reimbursed as a percentage of Medicare. Reimbursement for all Medicare Inpatient services
shall be at the applicable percent (%) of the Provider-specific inpatient Rate Sheet rates. These rates shall consist of the
Medicare Base DRG Rates, PLUS Disproportionate Share (DSH), PLUS Uncompensated Care payment or other
naming convention, PLUS Outlier, PLUS Technology Add-on, PLUS Capital Pass-Through Base, PLUS Capital DSH,
PLUS Capital IME, PLUS VBP, and PLUS Readmission Factor. Plan agrees that use of the penalty associated with
readmissions in adjudication of claims "Readmission Factor". whether or not an individual hospital is assessed that
penalty, precludes Plan from applying any other readmission policies or adjustments to Provider payments either
retrospectively or prospectively. These reimbursement rates are not subject to reduction as a consequence of the April
1, 2013 implementation by the Office of Management and Budget of the two percent sequestration to original Medicare
claims, or any subsequent continuation or adjustment to sequestration, or any other reduction to original Medicare
payments that are not codified in an amendment to the Medicare Act, 42 U.S.C. $1395, et. seq.
Inpatient Default Rate:
Covered Services rendered in which there is not a reimbursement amount addressed in Attachment B for Inpatient
Services shall be reimbursed at twenty-five percent (25%) if Facilities allowable billed charge.
Outpatient Default Rate:
Covered Services rendered in which there is not a reimbursement amount addressed for Outpatient Services shall be
reimbursed at twenty-five percent (25%) of Provider's allowable billed charges.
Chargemaster Protection
Provider agrees that if in any given calendar year the aggregate increases of the rates in its ChargeMaster(s) are in
excess of eight percent (8%) of the prior year's rates, then the percentage of charges reimbursement rates will be
discounted so that no higher payment shall be paid by Molina than it would have paid had such percentage increase in
rates above the maximum level set out herein not been implemented. All adjusted rates will be rounded. (For example,
if ChargeMaster increase is 12% and existing rate is 50%: (1.08/1.12)*.50=.4821 New rate would equal 48%)
Annual Rate Adjustment
Health Plan will adjust the rates according to Attachment B, Provider Inpatient and Outpatient Reimbursement, on
January 1st, 2018. Provider must receive the new payment Compensation Schedule sixty (60) days prior to the effective
date.
MHTHSA050416
Page 22 of 30


-------Table Start--------
9dd40341-42af-4f4e-9372-c0aae78ce78d
[['Trauma Activation', 'Rev Code 681', 'Add-on', '$7,500', '$7,500'], ['Trauma Activation', 'Rev Code 682', 'Add-on', '$5,400', '$5,400'], ['Trauma Activation', 'Rev Code 683', 'Add-on', '$3,700', '$3,700'], ['', '', '', '', '']]
 Provider will be reimbursed in addition to any Per Diem, Case Rate or DRG. *All Inpatient Services Reimbursed as a percentage of Medicare. Reimbursement for all Medicare Inpatient services shall be at the applicable percent (%) of the Provider-specific inpatient Rate Sheet rates. These rates shall consist of the Medicare Base DRG Rates, PLUS Disproportionate Share (DSH), PLUS Uncompensated Care payment or other naming convention, PLUS Outlier, PLUS Technology Add-on, PLUS Capital Pass-Through Base, PLUS Capital DSH, PLUS Capital IME, PLUS VBP, and PLUS Readmission Factor. Plan agrees that use of the penalty associated with readmissions in adjudication of claims "Readmission Factor". whether or not an individual hospital is assessed that penalty, precludes Plan from applying any other readmission policies or adjustments to Provider payments either retrospectively or prospectively. These reimbursement rates are not subject to reduction as a consequence of the April 1, 2013 implementation by the Office of Management and Budget of the two percent sequestration to original Medicare claims, or any subsequent continuation or adjustment to sequestration, or any other reduction to original Medicare payments that are not codified in an amendment to the Medicare Act, 42 U.S.C. $1395, et. seq.
-------Table End--------
-------Table Start--------
f3775ac2-c697-4e6f-aa1e-90a79383aa77
[['Service Category', 'Identifier Codes', 'Reimbursement Type', 'Reimbursement 2016 2017', 'Reimbursement 2018'], ['All Outpatient Services', None, 'Current Year Medicare Allowable', '168% of Current Year Medicare rate Allowable*', '172% of Current Year Medicare rate Allowable*.']]
 Provider will be reimbursed in addition to any Per Diem, Case Rate or DRG. *All Inpatient Services Reimbursed as a percentage of Medicare. Reimbursement for all Medicare Inpatient services shall be at the applicable percent (%) of the Provider-specific inpatient Rate Sheet rates. These rates shall consist of the Medicare Base DRG Rates, PLUS Disproportionate Share (DSH), PLUS Uncompensated Care payment or other naming convention, PLUS Outlier, PLUS Technology Add-on, PLUS Capital Pass-Through Base, PLUS Capital DSH, PLUS Capital IME, PLUS VBP, and PLUS Readmission Factor. Plan agrees that use of the penalty associated with readmissions in adjudication of claims "Readmission Factor". whether or not an individual hospital is assessed that penalty, precludes Plan from applying any other readmission policies or adjustments to Provider payments either retrospectively or prospectively. These reimbursement rates are not subject to reduction as a consequence of the April 1, 2013 implementation by the Office of Management and Budget of the two percent sequestration to original Medicare claims, or any subsequent continuation or adjustment to sequestration, or any other reduction to original Medicare payments that are not codified in an amendment to the Medicare Act, 42 U.S.C. $1395, et. seq. Inpatient Default Rate:
-------Table End--------

Start of Page No. = 23
ATTACHMENT B-1
Alternate Compensation Schedule
In the event Health Plan adds additional acute care hospital systems in the Service Area for their Marketplace
product, the compensation detailed in Attachment B will be null and void. All ABC Dallas detailed in Attachment
A will be reimbursed at the rates detailed in Attachment B-1 upon the effective date of any new acute care hospital
system addition.
MHTHSA050416
Page 23 of 30


-------Table Start--------
8c919057-bbc6-4125-87b7-160189e166b9
[['Service Category', 'Identifier Codes', 'Reimbursement Type', 'Reimbursement 2016 -2017', 'Reimbursement 2018'], ["Health Plan agrees accordance with the and submitted on a amounts paid or to be (ii) at the amount(s) to compensate Provider Health Insurance Clean Claim, less any paid by other liable detailed below. on a fee-for-service Marketplace Product, that are applicable Member third parties, if any, at the basis for Covered determined by Health co-payments, deductibles, lesser of: (i) Provider's Services provided in Plan to be payable co-insurance, or billed charges; or", "Health Plan agrees accordance with the and submitted on a amounts paid or to be (ii) at the amount(s) to compensate Provider Health Insurance Clean Claim, less any paid by other liable detailed below. on a fee-for-service Marketplace Product, that are applicable Member third parties, if any, at the basis for Covered determined by Health co-payments, deductibles, lesser of: (i) Provider's Services provided in Plan to be payable co-insurance, or billed charges; or", "Health Plan agrees accordance with the and submitted on a amounts paid or to be (ii) at the amount(s) to compensate Provider Health Insurance Clean Claim, less any paid by other liable detailed below. on a fee-for-service Marketplace Product, that are applicable Member third parties, if any, at the basis for Covered determined by Health co-payments, deductibles, lesser of: (i) Provider's Services provided in Plan to be payable co-insurance, or billed charges; or", "Health Plan agrees accordance with the and submitted on a amounts paid or to be (ii) at the amount(s) to compensate Provider Health Insurance Clean Claim, less any paid by other liable detailed below. on a fee-for-service Marketplace Product, that are applicable Member third parties, if any, at the basis for Covered determined by Health co-payments, deductibles, lesser of: (i) Provider's Services provided in Plan to be payable co-insurance, or billed charges; or", "Health Plan agrees accordance with the and submitted on a amounts paid or to be (ii) at the amount(s) to compensate Provider Health Insurance Clean Claim, less any paid by other liable detailed below. on a fee-for-service Marketplace Product, that are applicable Member third parties, if any, at the basis for Covered determined by Health co-payments, deductibles, lesser of: (i) Provider's Services provided in Plan to be payable co-insurance, or billed charges; or"], ['All IP Admissions', 'Excludes Burn, Transplant, NICU, Vaginal & C-Section Delivery and Normal Newborn Admissions.', 'Base Rate X Current DRG Weights', '215% of Current Year Medicare rate Allowable*.', '220% of Current Year Medicare rate Allowable*.'], ['Burn Services', 'MS DRG 927-929, 933-935', 'Percent of Billed Charges', '60%', '60%'], ['Transplant Services', 'MS DRG 001-003, 005-010, 014, 016, 017, 652', 'Not Covered under this agreement.', 'Not Covered under this agreement.', 'Not Covered under this agreement.'], ['Vaginal Delivery (includes Well Baby)', 'MS DRG 0767, 0768, 0774, 0775', 'Case Rate (up to 2 days)', '$6,989', '$7,155'], ['C-Section (Includes Well Baby)', 'MS DRG 0765, 0766', 'Case Rate (up to 3 days)', '$10,516', '$10,767'], ['Vaginal Delivery Additional Days', 'MS DRG 0767, 0768, 0774, 0775', 'Per Diem (3 to 999 days)', '$2,396', '$2,453'], ['C-Section Additional Days', 'MS DRG 0765,0766', 'Per Diem (4 to 999 days)', '$2,396', '$2,453'], ['Normal Newborn/Boarder Baby', 'Rev Codes 170, 171 or 179', 'Per Diem', '$632', '$647'], ['NICU Level 4', 'Rev Code 174 with MS DRG 789 - 794', 'Per Diem', '$5,658', '$5,792'], ['NICU Level 3', 'Rev Code 173 with MS DRG 789 - 794', 'Per Diem', '$5,658', '$5,792']]
 Alternate Compensation Schedule
-------Table End--------

Start of Page No. = 24
NICU Level 2
Rev Code 172 with
Per Diem
MS DRG 789 - 794
$5,658
$5,792
Inpatient Carve-outs.
Provider will be reimbursed in addition to any Per Diem, Case Rate or DRG.
*All Inpatient Services Reimbursed as a percentage of Medicare. Reimbursement for all Medicare Inpatient services
shall be at the applicable percent (%) of the Provider-specific inpatient Rate Sheet rates. These rates shall consist of the
Medicare Base DRG Rates, PLUS Disproportionate Share (DSH), PLUS Uncompensated Care payment or other
naming convention, PLUS Outlier, PLUS Technology Add-on, PLUS Capital Pass-Through Base, PLUS Capital DSH,
PLUS Capital IME, PLUS VBP, and PLUS Readmission Factor. Plan agrees that use of the penalty associated with
readmissions in adjudication of claims "Readmission Factor", whether or not an individual hospital is assessed that
penalty, precludes Plan from applying any other readmission policies or adjustments to Provider payments either
retrospectively or prospectively. These reimbursement rates are not subject to reduction as a consequence of the April
1, 2013 implementation by the Office of Management and Budget of the two percent sequestration to original Medicare
claims, or any subsequent continuation or adjustment to sequestration, or any other reduction to original Medicare
payments that are not codified in an amendment to the Medicare Act, 42 U.S.C. §1395, et. seq.
Outpatient Default Rate:
Covered Services rendered in which there is not a reimbursement amount addressed in Table 2 for Outpatient Services
shall be reimbursed at twenty-five percent (25%) of Provider's billed charges.
Chargemaster Protection
Provider agrees that if in any given calendar year the aggregate increases of the rates in its ChargeMaster(s) are in
excess of eight percent (8%) of the prior year's rates, then the percentage of charges reimbursement rates will be
discounted so that no higher payment shall be paid by Molina than it would have paid had such percentage increase in
rates above the maximum level set out herein not been implemented. All adjusted rates will be rounded. (For example,
if
ChargeMaster increase is 12% and existing rate is 50%: (1.08/1.12)*.50=.4821. New rate would equal 48%)
Annual Rate Adjustment
Health Plan will adjust the rates according to Attachment B, Provider Inpatient and Outpatient Reimbursement, on
January 1", 2018. Provider must receive the new payment Compensation Schedule sixty (60) days prior to the effective
date.
MHTHSA050416
Page 24 of 30


-------Table Start--------
93139151-eb7e-47be-8b49-ba778e371f20
[['Trauma Activation', 'Rev Code 681', 'Add-on', '$9,600', '$9,828'], ['Trauma Activation', 'Rev Code 682', 'Add-on', '$6,912', '$7,077'], ['Trauma Activation', 'Rev Code 683', 'Add-on', '$4,736', '$4,849'], ['', '', '', '', '']]
 Inpatient Carve-outs. Provider will be reimbursed in addition to any Per Diem, Case Rate or DRG. *All Inpatient Services Reimbursed as a percentage of Medicare. Reimbursement for all Medicare Inpatient services shall be at the applicable percent (%) of the Provider-specific inpatient Rate Sheet rates. These rates shall consist of the Medicare Base DRG Rates, PLUS Disproportionate Share (DSH), PLUS Uncompensated Care payment or other naming convention, PLUS Outlier, PLUS Technology Add-on, PLUS Capital Pass-Through Base, PLUS Capital DSH, PLUS Capital IME, PLUS VBP, and PLUS Readmission Factor. Plan agrees that use of the penalty associated with readmissions in adjudication of claims "Readmission Factor", whether or not an individual hospital is assessed that penalty, precludes Plan from applying any other readmission policies or adjustments to Provider payments either retrospectively or prospectively. These reimbursement rates are not subject to reduction as a consequence of the April 1, 2013 implementation by the Office of Management and Budget of the two percent sequestration to original Medicare claims, or any subsequent continuation or adjustment to sequestration, or any other reduction to original Medicare payments that are not codified in an amendment to the Medicare Act, 42 U.S.C. §1395, et. seq.
-------Table End--------
-------Table Start--------

[['Service Category', 'Identifier Codes', 'Reimbursement Type', 'Accepted 2016 - 2017', '2018'], ['All Outpatient Services', None, 'Current Year Medicare Allowable', '215% of Current Year Medicare rate Allowable*.', '220% of Current Year Medicare rate Allowable*']]
 Inpatient Carve-outs. Provider will be reimbursed in addition to any Per Diem, Case Rate or DRG. *All Inpatient Services Reimbursed as a percentage of Medicare. Reimbursement for all Medicare Inpatient services shall be at the applicable percent (%) of the Provider-specific inpatient Rate Sheet rates. These rates shall consist of the Medicare Base DRG Rates, PLUS Disproportionate Share (DSH), PLUS Uncompensated Care payment or other naming convention, PLUS Outlier, PLUS Technology Add-on, PLUS Capital Pass-Through Base, PLUS Capital DSH, PLUS Capital IME, PLUS VBP, and PLUS Readmission Factor. Plan agrees that use of the penalty associated with readmissions in adjudication of claims "Readmission Factor", whether or not an individual hospital is assessed that penalty, precludes Plan from applying any other readmission policies or adjustments to Provider payments either retrospectively or prospectively. These reimbursement rates are not subject to reduction as a consequence of the April 1, 2013 implementation by the Office of Management and Budget of the two percent sequestration to original Medicare claims, or any subsequent continuation or adjustment to sequestration, or any other reduction to original Medicare payments that are not codified in an amendment to the Medicare Act, 42 U.S.C. §1395, et. seq.
-------Table End--------

Start of Page No. = 25
MHTHSA050416
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Start of Page No. = 26
ATTACHMENT C
STATE OF TEXAS REQUIRED PROVISIONS
STATE LAWS
This attachment sets forth applicable State Laws or other provisions necessary to reflect compliance with State Laws. This
attachment will be automatically modified to conform to subsequent changes to Law. All provisions of the Agreement not
specifically modified by this attachment remain unchanged and will control. In the event of a conflict between this
attachment and any other provision in the Agreement, the provisions in this attachment will control. Capitalized terms
used in this attachment will have the same meaning ascribed to them in the Agreement unless otherwise set forth in this
attachment. Any purported modification or any provision in this attachment that is inconsistent with Law will not be
effective and will be interpreted in almanner that is consistent with the applicable Law. For the avoidance of doubt, this
attachment does not apply to the Medicare Advantage Product or the Medicare-Medicaid Product to the extent such
Products are preempted by Federal Law.
1.1
Retaliation. Health Plan may not engage in retaliatory action, including refusal to renew or termination of a
contract, against Provider because Provider has, on behalf of a Member, reasonably filed a complaint against
Health Plan or appealed a decision of Health Plan.
1.2
Continuity of Care. Unless termination of this Agreement is based upon reasons of medical competence or
professional behavior, Health Plan shall have a continuing obligation to reimburse Provider for the treatment of a
member with special circumstances, as defined in and in accordance with applicable Texas law.
1.3
Member Notice. Provider shall post in Provider's office a notice to Members on the process for resolving
complaints with Health Plan. Such notice shall include the Texas Department of Insurance's toll-free telephone
number for filing complaints.
1.4
Podiatry. The following provisions apply to providers credentialed by Health Plan, or Health Plan's designee, as
podiatrists.
a.
Podiatrists may request, and Health Plan will provide not later than the thirtieth (30th) day after the date of the
request, a copy of coding guidelines and payment schedules applicable to the compensation that the podiatrist
will receive under the Agreement.
b. Health Plan may not unilaterally make material retroactive revisions to the coding guidelines and payment
schedules applicable to the compensation that the podiatrist will receive under the Agreement.
c. Podiatrists may, while practicing within the scope of the law regulating podiatry, provide x-rays and non-
prefabricated orthotics covered by a Member's health benefits plan.
1.5
Capitation. In the event Provider receives capitation, the language required by 28 TAC $11.901(a)(9), and (10) is
incorporated into this Agreement.
1.6
Availability of Coding Guidelines. Provider may request a description and copy of the coding guidelines,
including any underlying bundling, recoding, or other payment process and fee schedules applicable to specific
procedures that Provider will receive under the Agreement, and Health Plan or its agent shall provide the coding
guidelines and fee schedules not later than thirty (30) days after Health Plan receives the request. Health Plan
shall provide notice of changes to the coding guidelines and fee schedules to Provider not later than ninety (90)
days before the date the changes take effect, unless the change is required by statute or regulation in a shorter
timeframe, and shall not make retroactive revisions to the coding guidelines and fee schedules. Provider may
terminate participation in the product(s)/program(s) that the change in coding guidelines applies to, on or before
the thirtieth (30th) day after the date Provider receives information requested under this section without penalty or
discrimination in participation in other Health Plan products. Any Provider who receives information under this
section may only: (i) use or disclose the information for the purpose of practice management, billing activities,
and other business operations; and (ii) disclose the information to a governmental agency involved in the
regulation of health care or insurance. On Provider's request, Health Plan shall provide the name, edition, and
model version of the software that Health Plan uses to determine bundling and unbundling of claims.
MHTHSA050416
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Start of Page No. = 27
ATTACHMENT D
COMPANY MARKETPLACE
LAWS AND GOVERNMENT PROGRAM REQUIREMENTS
This attachment sets forth applicable Laws and Government Program Requirements or other provisions necessary to
reflect compliance for the Company Marketplace Product. This attachment will be automatically modified to conform to
subsequent changes to Laws or applicable Government Program Requirements. All provisions of the Agreement not
specifically modified by this attachment remain unchanged and will control. In the event of a conflict between this
attachment and any other provision in the Agreement, the provisions in this attachment will control for the Company
Marketplace Product. Capitalized terms used in this attachment will have the same meaning ascribed to them in the
Agreement unless otherwise set forth in this attachment. Any purported modification or any provision in this attachment
that is inconsistent with a Law or applicable Government Program Requirement will not be effective and will be
interpreted in a manner that is consistent with the applicable Law or Government Program Requirement. This attachment
only applies to Company Marketplace Product.
1.1 Definitions.
a. Emergency Care means health care services provided in a hospital emergency facility, freestanding emergency
medical care facility, or comparable emergency facility to evaluate and stabilize medical conditions of a recent
onset and severity, including severe pain, that would lead a prudent layperson possessing an average knowledge
of medicine and health to: believe that the individual's condition, sickness, or injury is of such a nature that
failure to get immediate medical care could: (i) place the individual's health in serious jeopardy; (ii) result in
serious impairment to bodily functions; (iii) result in serious dysfunction of a bodily organ or part; (iv) result in
serious disfigurement; or (v) for a pregnant woman, result in serious jeopardy to the health of the fetus.
1.2 Duplicate Claim Submission. A Provider may not submit a duplicate claim for payment before the forty-sixth
(46th) day after the original claim was submitted.
1.3
Determination of Claim and Penalties for Late Payment of Claims. Health Plan shall make determinations of
claims and follow the penalties associated for late payment of Clean Claims pursuant to Texas Insurance Code,
Chapter 843, and/or federal law, as applicable.
1.4
Coordination of Benefits. Provider and Health Plan shall follow the requirements related to coordination of
benefits pursuant to Texas Insurance Code, Chapter 843, and/or federal law, as applicable.
1.5
Member Hold Harmless. Provider hereby agrees that in no event, including, but not limited to non-payment by the
Health Plan, Health Plan insolvency, or breach of this agreement, will Provider bill, charge, collect a deposit from,
seek compensation, remuneration, or reimbursement from, or have any recourse against subscriber, enrollee, or
persons other than Health Plan acting on their behalf for services provided pursuant to this agreement. This
provision will not prohibit collection of supplemental charges or copayments made in accordance with the terms of
the Agreement between Health Plan and Member. Provider further agrees that:
a. this provision will survive the termination of this agreement regardless of the cause giving rise to termination
and will be construed to be for the benefit of the Health Plan Member; and
b. this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between
Provider and Member, or persons acting on their behalf. Any modification, addition, or deletion to the
provisions of this clause will be effective on a date no earlier than fifteen (15) days after the commissioner has
received written notice of such proposed changes.
1.6 Deductibles and Copayments. Provider may bill a Member for any co-payment, deductible or co-insurance
obligation applicable to Member's Health Plan product. Provider may not waive a deductible or copayment by the
acceptance of an assignment.
MHTHSA050416
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