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Provider Agreement - 2013r, ANCILLARY FACILITY PARTICIPATION AGREEMENT FOR TRICARE PROGRAM This Agreement is entered info by and between UnitedHealth Military & Veterans Services, LLC ( "UMVS ") and City of Salina Fire Deptment ( "Provider "). UMVS has entered into a contract with the United States Government to arrange for the provision of health and administrative services to beneficiaries of the TRICARE Program. UMVS desires to make Provider's services available to those beneficiaries. Provider wishes to provide those services, under the terms and conditions set forth in this Agreement. This Agreement is effective on the latest of (i) April 1, 2013 or (ii) the date the Department of Defense implements its TRICARE Contract with UMVS for health care delivery; or (iii) the first day of the first month that begins at least 30 days after this Agreement has been executed by both parties; UMVS may implement an earlier effective date, and will give notice to Provider if it does SO. The parties therefore enter into this Agreement. ARTICLE I. DEFINITIONS The following terms when used in this Agreement have the meanings set forth below: 1.1 Beneficiary. A person who is eligible and enrolled (if required) to receive Covered Services under the TRICARE Program at the time services are rendered. 1.2 Clean Claim. A Clean Claim means a claim for payment for Contracted Services submitted by or on behalf of Provider which complies with all requirements set forth in the UMVS Policies, including the specific data elements required for a claim to be deemed a Clean Claim. 1.3 Contracted Services. Covered Services that are within Provider's scope of practice and provided to a Beneficiary pursuant to the TRICARE Program in effect at the time services are rendered and compensated in accordance with this Agreement. 1.4 Continued Health Care Benefit Program. A program that offers temporary transitional health coverage (18 -36 months to individuals after their TRICARE eligibility ends). 1.5 Coordination of Benefits. The allocation of financial responsibility for Covered Services provided to a Beneficiary in accordance with the requirements specified in 32 C.F.R. 199 and the TRICARE Program Requirements. 1.6 Cost Shares. That portion of the cost of Covered Services that a Beneficiary is obligated to pay pursuant to the TRICARE Program Requirements (other than enrollment fees, Deductibles and disallowed amounts). Cost Shares may be structured as coinsurance, for which the Beneficiary's Cost Share is stated as a percentage of allowed charges, and copayments, for which the Beneficiary's Cost Share is stated as a fixed dollar amount. 1.7 Covered Services. The health care services and supplies that are covered under the TRICARE Program. UMVS Agreement Confidential and Proprietary Page I 6]61Y001001- 500042 -D03 1.8 Deductible. The amount of allowable charges a Beneficiary must pay before the TRICARE Program pays certain benefits for Covered Services. Deductibles are not Cost Shares. 1.9 Excluded Claim. A claim retained while being developed for missing or discrepant information that cannot be obtained from UMVS's in -house sources; a third party liability claim requiring development; a claim requiring Government intervention, or a claim requiring interface with other contractors. 1.10 Excluded Services. Those health care services and supplies which are determined by UMVS not to be Covered Services under the TRICARE Program in effect at the time services are rendered and for which Provider may bill the Beneficiary. 1.11 Medical Emergency. A Medical Emergency shall have the meaning set forth in the TRICARE Program Requirements, including 32 C.F.R. 199.2, as the same may change from time to time. 1.12 Medicare Eligible. A Beneficiary age 65 or older or a disabled Beneficiary under age 65 who is eligible for care under the TRICARE Program and the Medicare entitlement program under Medicare Parts A and B. 1.13 National Quality Monitoring Contractor (NOMC) . The NQMC is a national, external, independent, and impartial peer review contractor responsible for oversight of review related activities conducted under the TRICARE Program, including responsibility for provision of reconsideration, review of concurrent review denial determinations and appeal of reconsiderations of at -risk contractor review decisions. 1.14 Network Provider. A facility, physician, physician organization, other health care professional, supplier, or other entity engaged in the delivery of health care services which is licensed and/or certified as required under applicable law and which has been duly credentialed by UMVS or its designee and has, or is governed by, an effective written agreement directly with UMVS, or indirectly through another entity, such as another Network Provider, to provide Covered Services to Beneficiaries. 1.15 Network Provider Handbook. Manuals and handbooks provided by the TRICARE Program or UMVS for Network Providers in the UMVS TRICARE Program. The Network Provider Handbook will be updated from time -to -time through revisions, modifications or amendments, as well as through provider newsletters, bulletins or supplemental manuals or handbooks. The Network Provider Handbook will be available to Provider at www.unitedhealthcareonline.com or upon request. 1.16 Primary Care Manager (PCM). A Network Provider, or a clinic at a Military Treatment Facility (MTF), whose primary responsibility is to coordinate and manage the delivery of Covered Services to Beneficiaries selected or assigned to such Provider under TRICARE Prime. 1.17 Prior Authorization. The approval from UMVS required pursuant to the TRICARE Program Requirements prior to: (a) admitting a Beneficiary to a hospital, or (b) providing services on the Prior Authorization List, which can be found at www.unitedhealthcareonline.com. UMVS Agreement Confidential and Proprietary Page 2 1.18 Referral. The written request for services, with approval required pursuant to the TRICARE Program Requirements for a Beneficiary to receive Covered Services from a physician or other health care professional or organization. 1.19 Reimbursement Rate. The payment made to Provider for Covered Services provided to a Beneficiary as set forth in the Payment Appendix to this Agreement. The Reimbursement Rate is calculated in accordance with the TRICARE Program Requirements. In no event will the Reimbursement Rate exceed the maximum allowed by the TRICARE Program. 1.20 Retained Claim. A claim that contains sufficient information to allow processing to completion or for which any missing information may be developed from sources to which UMVS has direct access, including Defense Enrollment Eligibility Reporting System (DEERS) and UMVS files. 1.21 State. The state or states in which Provider is to provide Covered Services under this Agreement. 1.22 TRICARE Prime. An HMO -like option under the TRICARE Program, where Beneficiaries elect to enroll in a voluntary program which provides TRICARE benefits and enhanced primary and preventative benefits with nominal Beneficiary cost - sharing. TRICARE Prime generally requires Beneficiaries to use a PCM located at either a Military Treatment Facility or from a TRICARE contractor's network. 1.23 TRICARE Prime Service Areas. The entire area of all of the zip codes lying within or intersected by the forty (40) mile radius around each Military Treatment Facility (both hospitals and clinics) and Department of Defense Base Realignment and Closure (BRAG) sites, and all additional areas or sites designated by UMVS or the TRICARE Program Requirements. 1.24 TRICARE Prime Remote. TRICARE Prime Remote and TRICARE Prime Remote for Active Duty Family Members are parts of the TRICARE Program for Active Duty Service Members who are assigned to permanent duty stations not near sources of military medical care and their immediate family members. 1.25 TRICARE Program. A managed health care program operated by the United States Government through the authorized agency pursuant to Chapter 55 of Title 10 the United States Code and the regulations promulgated thereunder (32 C.F.R. 199). 1.26 TRICARE Program Requirements. All TRICARE Regulations and UMVS Policies and the terms and conditions of UMVS's TRICARE contract with the United States Government, as the same may change from time to time. A Freedom of Information Act (FOIA) releasable image of the TRICARE contract referenced in this section is available at www.unitedhealthcareonline.com. 1.27 TRICARE Regulations. All applicable TRICARE laws and regulations, operations manuals, system manuals, policy manuals and reimbursement manuals, including, but not limited to: Title 10, United States Code, Chapter 55; 32 C.F.R., Part 199; TRICARE Operations Manual (TOM); TRICARE Policy Manual (TPM); TRICARE Reimbursement Manual (TRM); and TRICARE Systems Manual (TSM), as the same may be amended from time to time. The TRICARE Manuals referenced in this section are available at www.unitedhealthcareonline.com. 1.28 TRICARE Reserve Select. TRICARE Reserve Select is a part of the TRICARE Program that offers TRICARE Standard and Extra health coverage to qualified members of the Selected Reserve and National Guard and their immediate family members. UMVS Agreement Confidential and Proprietary Page 3 1.29 UnitedHealthcare Online ®. The website that currently serves as a resource to providers to access certain UMVS information relating to the TRICARE Program is www.unitedhealthcareonline.com. If the website changes in the future, UMVS will notify Provider. 1.30 Utilization Management Plan. UMVS's Utilization Management Plan, and the TRICARE Program Requirements relating thereto. The UMVS Utilization Management Plan is part of the UMVS Policies and will be available to Provider at www.unitedhealthcareonline.com. 1.31 UMVS Policies. The policies, procedures and programs established by UMVS and applicable to Network Providers in effect at the time services are rendered to a Beneficiary, including, without limitation, the Network Provider Handbook, credentialing and quality management and improvement programs, fraud detection and recovery procedures, eligibility verification, payment and coding guidelines, anti - discrimination requirements, utilization management, case management and disease management plans and programs, grievance and appeal procedures, provider dispute and/or administrative review process. The UMVS Policies are documented and may be modified from time -to -time through revisions, supplements, modifications or amendments, as well as through provider newsletters, bulletins or supplemental releases. The UMVS Policies will be available to Provider at www.unitedhealthcareonline.com. ARTICLE II. PROVIDER REPRESENTATIONS AND WARRANTIES Provider represents and warrants that it is and shall at all times during the term of this Agreement continue to: (a) be licensed or otherwise authorized, without restriction or limitation, by the State(s) to provide Contracted Services; (b) operate and provide Contracted Services in compliance with the TRICARE Program Requirements and all applicable local, State, and Federal laws, rules, regulations and professional standards of care; (c) be a TRICARE - authorized and certified provider pursuant to 32 C.F.R. 199.6; (d) be certified to participate in Medicare under Title XVIII of the Social Security Act, for those classes of providers recognized by Medicare; (e) must be a participating provider for all claims, per 32 CFR 199.6 a(8)(i). (f) maintain accreditation by The Joint Commission, or meet UMVS Credentialing requirements; (g) maintain a current DEA narcotic registration certificate, where applicable, and current State narcotics license, where applicable. Moreover, Provider represents that it: (h) is not and has not been suspended, excluded, barred or sanctioned by Medicare, Medicaid, or any other State or Federal program or agency (or notified of such action); (i) is not and has not been convicted of or indicted for any criminal offense related to healthcare (unless the indictment was dismissed without conviction); and has not been otherwise engaged in conduct for which a person or entity can be so convicted, indicted or listed. ARTICLE III PROVIDER OBLIGATIONS UMVS Agreement Confidential and Proprietary Page 4 3.1 Provision of Services. Provider will render Contracted Services to Beneficiaries, in accordance with the terms and conditions of this Agreement, including all TRICARE Program Requirements. Provider shall be solely responsible for the quality of Contracted Services rendered by Provider to Beneficiaries. In the event that Provider is uncertain as to whether a service is a Contracted Service, Provider shall contact UMVS to obtain a coverage determination prior to rendering services, except in a Medical Emergency. 3.2 UMVS Policies and Provider Education. Provider will participate in, cooperate with and comply with all UMVS Policies. Provider shall participate in TRICARE education efforts, and shall require all staff members to participate in TRICARE education efforts described in the Network Provider Handbook so that Provider and Provider's staff members understand applicable TRICARE Program Requirements to enable them to carry out the requirements of this Agreement in an efficient and effective manner which promotes Beneficiary satisfaction. 3.3 Credentialine of Provider. Provider shall submit to UMVS or its designee a credentials application which meets the requirements of UMVS, to the extent it is subject to credentialing. The credentials application must be approved by UMVS or its designee prior to any performance taking place under this Agreement. 3.4 Hours of Operation/Access. At a minimum, Provider will be open during normal business hours, Monday through Friday. If the Provider provides emergency services, such as ambulance services, Provider will be open 24 hours per day, seven days a week. 3.5 Eligibility Except in a Medical Emergency, Provider shall verify the eligibility of Beneficiaries before providing Contracted Services. UMVS shall make a good faith effort to confirm the eligibility of any Beneficiary upon request. Eligibility of all Beneficiaries must be verified by the designated agent of such program (e.g. Defense Enrollment Eligibility Reporting System). However if the designated agent initially indicates that a patient is a Beneficiary and that patient is later determined to have been ineligible at the time of service, then UMVS may deny any claims for payment due to non - eligibility and Provider may seek compensation from the patient or other responsible party. If Provider exercised reasonable care to determine eligibility and to seek payment from the patient or other responsible party but has been unable to obtain compensation the Provider may submit the claim to UMVS for a good faith payment, subject to government approval in accordance with TRICARE procedures. 3.6 Notice of Adverse Action. Provider shall notify UMVS within five (5) days of the occurrence of any of the following: (a) Any action taken to restrict, suspend or revoke Provider's license or authorization to provide Contracted Services; (b) Any suit or arbitration action brought by a patient against Provider for malpractice. In addition, Provider shall send UMVS a summary of the final disposition of such action; (c) Any misdemeanor conviction or felony information or indictment naming Provider. In addition, Provider shall send UMVS a summary of the final disposition thereof, (d) Any disciplinary proceeding or action naming Provider before an administrative agency in any state. In addition, Provider shall send UMVS a summary of the final disposition thereof; (e) Any cancellation or material modification of the professional liability insurance required to be carried by Provider under the terms of this Agreement; UMVS Agreement Confidential and Proprietary Page 5 (f) Any action taken to restrict, suspend or revoke Provider's participation in Medicare, Medicaid or CHAMPUS, TRICARE or any succeeding program. In addition, Provider shall send UMVS a summary of the final disposition thereof; (g) Any action which results in the filing of a report on Provider under applicable laws and/or regulations relating to the provision of, or the billing and payment for, Covered Services. In addition, Provider shall send UMVS a summary of the final disposition thereof; (h) Any material Beneficiary complaints against Provider; or (i) Any other event or situation that could materially affect Provider's ability to carry out Provider's duties and obligations under this Agreement. 3.7 Non - Discrimination. Provider shall not discriminate against any Beneficiary in the provision of Contracted Services hereunder, whether on the basis of the Beneficiary's coverage under the TRICARE Program, age, sex, marital status, sexual orientation, race, color, religion, ancestry, national origin, disability, handicap, health status, source of payment, utilization of medical or mental health services, equipment, pharmaceuticals or supplies, or other unlawful basis including, without limitation, the filing by such Beneficiary of any complaint, grievance or legal action against Provider or UMVS. Provider will make reasonable accommodations for Beneficiaries with disabilities or handicaps, in accordance with all applicable law, including but not limited to, providing such auxiliary aides and services to Beneficiaries at the Provider's expense as are reasonable, necessary and appropriate for the proper rendering of Contracted Services. 3.8 Subcontracting. Provider shall not subcontract for the performance of Covered Services under this Agreement without the prior written consent of UMVS. Every subcontract between Provider and a subcontractor must comply with all applicable laws, be consistent with the terms and conditions of this Agreement, and be terminable with respect to Beneficiaries upon request of UMVS. 3.9 Utilization Management Plan. Provider will comply with all provisions of the Utilization Management Plan, including the provision of medical records and other documentation. Provider further authorizes UMVS to release all review data obtained through medical record and other document audits to National Quality Monitoring Contractors selected by the TRICARE Management Activity. 3.10 Prior Authorization. When Prior Authorization is required pursuant to the TRICARE Program Requirements, the receipt of required Prior Authorization is a prerequisite to payment of the claim for services. Payment shall be reduced in accordance with the TRICARE Program Requirements, for any service subject to Prior Authorization that was not obtained, and the Provider may not bill the Beneficiary. Prior Authorization is not a guarantee of payment; payment determinations are made after the claim is submitted for payment, based on a variety of factors, including the eligibility of the patient and whether the service is a Covered Service. UMVS will not retroactively deny reimbursement for a Contracted Service provided to a Beneficiary who relied on UMVS's Prior Authorization, provided that there was no misrepresentation or fraud in the request for Prior Authorization. In a Medical Emergency, Provider shall notify UMVS and the appropriate PCM as applicable, as soon as possible but no later than twenty-four (24) hours after providing Contracted Services that would otherwise require Prior Authorization. Subject to administrative review, UMVS shall have the final binding authority to make decisions regarding whether a given situation constituted a Medical Emergency for purposes of determining Covered Services consistent with TRICARE Program Requirements. If UMVS determines that a Medical Emergency did not exist, payment shall be reduced in UMVS Agreement Confidential and Proprietary Page 6 accordance with the TRICARE Program Requirements, and the Provider may not bill Beneficiary directly. 3.11 Referrals. When required by the TRICARE Program Requirements, the Military Treatment Facility ( "MTF ") has the right of first refusal for all Referrals, and the MTF must have the opportunity to review each Referral from a civilian provider to determine if the MTF has the capability and capacity to provide the treatment. Beneficiaries gain access to the civilian TRICARE provider network only through Referral or Prior Authorization. Provider will provide services to Beneficiaries for non - Medical Emergency services only after obtaining the requisite Referral and/or Prior Authorization, where applicable, in accordance with the TRICARE Program Requirements. Provider shall not refer Beneficiaries to Providers in which Provider has an economic interest, as defined in the TRICARE Regulations. 3.12 Network Providers. Except in a Medical Emergency, as otherwise described in the applicable TRICARE Program Requirements, or as otherwise required by law, Provider shall refer Beneficiary only to Network Providers for Covered Services. For certain specialized procedures and services which cannot be rendered by the Network Providers, UMVS may require that the most cost effective, qualified Provider be utilized for such care. In the event Provider refers a Beneficiary to a non - Network Provider without a Referral or without Prior Authorization when either or both are required by the TRICARE Program Requirements, Provider will be responsible for payment of claims incurred for the unauthorized service, and Provider will hold harmless the Beneficiary for such claims. Provider shall use reasonable commercial efforts to assist UMVS in its efforts to contract with Provider's Facility-based physicians. 3.13 Ouality Management and Improvement Program. The quality of Covered Services rendered by Provider to Beneficiaries is subject to the quality management and improvement program described in the UMVS Policies. Provider will participate in, cooperate with and comply with all quality management and improvement program requirements and all decisions rendered by UMVS in connection with the quality management and improvement program. Provider also will provide, within ten (10) days of receipt of written notice, all medical records, review data and other information as may be required or requested under the quality management and improvement program per the payment requirements set forth in Section 7.2. 3.14 Liability Insurance. Provider will procure and maintain liability insurance. Except to the extent coverage is a state mandated placement, Provider's coverage must be placed with responsible, financially sound insurance carriers authorized or approved to write coverage in the state in which the Covered Services are provided. Provider's liability insurance must be, at a minimum, of the types and in the amounts set forth in the attached Liability Insurance Requirements Table. Provider's medical malpractice insurance must be either occurrence or claims made with an extended period reporting option. Prior to the Effective Date of this Agreement and within ten (10) days of each policy renewal thereafter, Provider will submit to UMVS in writing evidence of insurance coverage. 3.15 Listing of Provider. UMVS and its designees may list the name, address, telephone number and other factual information of Provider, in its marketing and informational materials. In no event shall Provider market/advertise the TRICARE Program without the prior written consent of UMVS, except that Provider may make known the fact that it is a participating provider with UMVS for the TRICARE Program. UMVS Agreement Confidential and Proprietary Page 7 3.16 Identification Number/Payment of Taxes. Provider shall notify UMVS in writing, thirty (30) days in advance, of any changes to Provider's federal tax identification numbers or national provider identification numbers. Provider shall compensate UMVS for any fine associated with incorrect federal tax identification numbers or national provider identification numbers, should Provider fail to timely notify UMVS in writing. Provider is solely responsible for the collection and payment of any sales, use or other applicable taxes on the sale or delivery of medical services. 3.17 Provider's Services. This Agreement applies to Provider's practice locations at the time of the Effective Date. In the event Provider begins providing services at other locations (either by opening such locations itself, or by acquiring, merging or coming under common ownership and control with an existing provider of services that was not already under contract with UMVS to provide Covered Services to TRICARE Beneficiaries), such additional locations will become subject to this Agreement thirty (30) days after UMVS receives the notice required under Section 3.16 of this Agreement. In the event Provider acquires or is acquired by, merges with, or otherwise becomes affiliated with another provider of health care services that is already under contract with UMVS to provide Covered Services to TRICARE Beneficiaries, this Agreement and the other agreement will each remain in effect and will continue to apply as they did prior to the acquisition, merger or affiliation, unless otherwise agreed to in writing by all parties to such agreements. Provider may transfer all or some of its assets to another entity, if the result of such transfer would be that all or some of the Covered Services subject to this Agreement will be rendered by the other entity rather than by Provider, but only if Provider requests that UMVS approve the assignment of this Agreement as it relates to those Covered Services and only if the other entity agrees to assume this Agreement. This paragraph does not limit UMVS's right under Section 8.4 of this Agreement to elect whether to approve the assignment of this Agreement. ARTICLE IV. OTHER FEDERAL GOVERNMENT PROGRAMS 4.1 Veterans Affairs Patients. Provider agrees that UMVS may report Provider to the Department of Veterans Affairs ( "VA ") as a TRICARE Network Provider. Provider is requested to accept requests from the VA to provide care to veterans and shall notify UMVS on a monthly basis of such acceptances. The VA has the right to directly contact Provider and request the provision of care to veteran patients on a case by case basis. Provider is not obligated to see the veteran patient, but, if seen by Provider, any documentation of the care rendered to the veteran patient and reimbursement for the care is a matter between the referring VA Medical Center ( "VAMC ") and Provider. The Referral and instructions for seeking reimbursement from the VAMC will be provided by the veteran patient to Provider at the time of the appointment. The VA and Provider may establish a direct contract relationship if they so desire. 4.2 Responsibilities to Civilian Health and Medical Program of the Department of Veterans Affairs. Provider will permit UMVS to report Provider to the Civilian Health and Medical Program of the Department of Veterans Affairs ( "CHAMPVA ") as a TRICARE Network Provider. Provider is requested to accept assignment for CHAMPVA beneficiaries and shall notify UMVS on a monthly basis of such acceptances. Provider need see CHAMPVA beneficiaries only when Provider's practice availability allows and shall not give preferential appointment scheduling to CHAMPVA over TRICARE appointments. Provider is encouraged to meet access standards for CHAMPVA beneficiaries. UMVS will provide Provider with UWS Agreement Confidential and Proprietary Page 8 CHAMPVA claims processing instructions on submitting CHAMPVA claims to the VA Health Administration Center for payment. Provider may, at Provider's discretion, offer the negotiated TRICARE discount directly to CHAMPVA. 4.3 National Disaster Medical System (NDMS). Provider is encouraged to become a member of NDMS. ARTICLE V SUBMISSION, PROCESSING AND PAYMENT OF CLAIMS 5.1 Submission of Claims. Provider shall submit all claims electronically to UMVS. All paper claims submitted by Provider will be returned to Provider with directions to submit electronically. Provider shall specify Provider's elected means of claim submission on the Provider Demographic Form sent with this Agreement. Provider may change Provider's selection of means for submitting claims pursuant to this Agreement upon sixty (60) days advance written notice to UMVS. Claims shall be submitted as complete, accurate Clean Claims in a format approved by UMVS for Contracted Services rendered to Beneficiaries. Claims must be submitted within three hundred sixty five (365) days after the date of service or discharge, except that where UMVS is the secondary payer under Coordination of Benefits, this timely filing period will commence once the primary payer has made payment on or has denied the claim, as evidenced by the date on the Explanation of Benefits (EOB) statement. Any such claim to UMVS as a secondary payer is also subject to the requirement that it be submitted to UMVS within twelve (12) months after the date of service or discharge. Claims received by UMVS beyond the timely filing periods specified in this Section 5.1 may be denied. Provider shall not seek or accept payment from the Beneficiary in the event UMVS does not pay Provider for a claim not submitted in a timely manner. Additionally, electronic claims must comply with standardized electronic transactions and code sets as required pursuant to the Health Insurance Portability and Accountability Act ( "HIPAA "). Provider will comply with TRICARE Program Requirements when billing and collecting and/or seeking administrative review of payment for Contracted Services rendered pursuant to this Agreement. UMVS may determine the accuracy and appropriateness of all claims submitted to it, including but not limited to verification of diagnostic codes, DRG assignment, procedure codes and other elements of the submitted claim that affect the liability of UMVS. Based on its review of the accuracy and appropriateness of claim information submitted by Provider, UMVS may modify such information and use the modified information as the basis for payment of Contracted Services. UMVS shall include with its payment an explanation of the reasons for any modification of submitted information. 5.2 Reimbursement. UMVS, on behalf of the United States Government, will pay claims for Covered/Contracted Services as further described in the applicable Payment Appendix to this Agreement, and in accordance with UMVS Policies and the TRICARE Program Requirements. The Reimbursement Rates will be reduced by the amount of the Cost Shares and Deductibles to determine the amount to be paid by UMVS. Provider will accept the Reimbursement Rates, including any applicable Cost Shares or Deductibles, as payment in full for Covered Services. In no event will reimbursement for Covered Services exceed the maximum allowed by the TRICARE Program. 5.3 Active Duty Personnel. Provider shall render Covered Services to United States military active duty personnel and seek compensation for the Supplemental Health Care Program (SHCP) and UMVS Agreement Confidential and Proprietary Page 9 TRICARE Prime Remote (TPR) Program from UMVS at the Reimbursement Rates, and in accordance with the requirements of those programs, and as set forth in this Agreement and the TRICARE Program Requirements. 5.4 Collection of Cost Shares and Deductible. Provider shall collect applicable Cost Shares and Deductibles from the Beneficiary. Provider shall not require payment from a Beneficiary for any Excluded Service except in accordance with Section 5.7 of this Agreement. 5.5 No Surcharges. Provider shall not charge the Beneficiary any fees or surcharges other than applicable Cost Shares and Deductibles for Covered Services rendered pursuant to this Agreement or any membership fee or other fee as a prerequisite for accepting a Beneficiary as a patient. In addition, Provider shall not collect sales, use or other applicable tax from Beneficiaries for the sale or delivery of medical services. If UMVS receives notice of any additional charge, Provider shall fully cooperate with UMVS to investigate such allegations, and shall promptly refund any payment deemed improper by UMVS to the party who made the payment. 5.6 Beneficiary Hold Harmless. Provider acknowledges that Beneficiaries do not have financial responsibility for any Covered Services, except applicable Cost Shares and/or Deductibles. Provider agrees that in no event, including, but not limited to, non - payment by UMVS, the insolvency of UMVS, or breach of this Agreement, shall Provider bill, charge, collect a deposit from, seek compensation, remuneration, or reimbursement from, or have any recourse against Beneficiaries or persons other than UMVS for Covered Services. This provision shall not prohibit collection of Cost Shares and/or Deductibles on UMVS's behalf made in accordance with the terms of the applicable TRICARE Program. This provision shall survive termination of this Agreement, regardless of the cause giving rise to termination. This provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Provider and Beneficiaries or persons acting on their behalf. 5.6.1 Charges . Provider shall not charge Beneficiaries for the following services: services for which Provider is entitled to payment from TRICARE (other than any applicable Cost- Shares/Deductibles); services for which the Beneficiary would be entitled to have TRICARE payment made had Provider complied with TRICARE Program Requirements and UMVS Policies; services not medically necessary and appropriate for the clinical management of the presenting illness, injury, disorder or maternity; services for which a Beneficiary would be entitled to have TRICARE payment made but for a reduction or denial in payment as a result of quality review; and services rendered during a period in which Provider was not in compliance with one or more conditions of authorization pursuant to the TRICARE Program Requirements and UMVS Policies. 5.7 Conditions for Reimbursement for Excluded Services. Neither a Beneficiary nor UMVS shall be liable to pay Provider for any Excluded Service, except that Provider may bill a Beneficiary for Excluded Services rendered by Provider to such Beneficiary if the Beneficiary is notified in advance that the services to be provided are not a Covered Medical Service under the Beneficiary's TRICARE Program, and the Beneficiary requests in writing that Provider render the Excluded Services, prior to Provider's rendition of such services. All such waivers must be specific as to the details and cost of the Excluded Services to be provided. General forms which are signed by a Beneficiary prior to the office visit or admission or which lack specific details and costs of the services to be provided are not adequate. UMVS Agreement Confidential and Proprietary Page 10 5.8 Coordination of Benefits. Provider shall adhere to the Coordination of Benefits policies and procedures set forth in the UMVS Policies and other TRICARE Program Requirements, including, without limitation, the obligation to provide prompt notification to UMVS of any third party who may be responsible for payment. Provider will maintain and make available to UMVS records reflecting collection of Coordination of Benefits proceeds by Provider and, when available to Provider, records reflecting amounts paid to Beneficiary. Provider shall not bill Beneficiaries for any portion of Covered Services not paid by the primary carrier when TRICARE is the secondary carrier, but shall instead look to UMVS for secondary payment. When a Beneficiary has coverage which is primary through another carrier, UMVS's payment to Provider shall be limited to the difference between the amount paid by the primary payer and the Reimbursement Rates, including Cost Shares and/or Deductibles. When a Beneficiary has coverage which is primary through another carrier, then UMVS compensation to provider shall be secondary. 5.9 Third Party Recoveries. If UMVS has compensated Provider for Covered Services, UMVS retains the right to recover from applicable third parties responsible for payment for services rendered to a Beneficiary and to retain all such recoveries. Provider will provide UMVS with such information as UMVS may require in order to pursue recoveries from such third party sources, and to promptly remit to UMVS any monies Provider may receive from or with respect to such sources of recovery. 5.10 Recoupments. UMVS may recover from Provider at any time amounts owed to UMVS pursuant to TRICARE Program Requirements, including payments that were made beyond or outside what is provided for under this Agreement. Subject to the TRICARE Program Requirements, UMVS shall have the right to offset overpayments and other amounts Provider owes UMVS against future payments otherwise due to Provider. 5.11 TRICARE for Medicare Eligibles. Provider will render Covered Services to Medicare - eligible Beneficiaries of the TRICARE Program in accordance with the terms and conditions of the TRICARE Program and all applicable Medicare laws, regulations and Centers for Medicare & Medicaid Services (CMS) instructions. Provider will accept assignment for services provided under Medicare and to submit claims on behalf of all TRICARE and Medicare beneficiaries. 5.12 TRICARE Contract Phase -Out. Provider will use reasonable commercial efforts to submit all TRICARE claims within thirty (30) days from date of service or discharge during the phase -out period of UMVS's TRICARE contract with the United States Government. UMVS will notify Provider of the phase -out. ARTICLE VI TERM AND TERMINATION 6.1 Term. This Agreement shall take effect on the Effective Date. This Agreement shall have an initial term of five years and renew automatically for renewal terms of one year, until terminated pursuant to this ARTICLE VI. 6.2 Immediate Termination. UMVS may terminate this Agreement immediately upon notice to Provider, in the event of (a) Provider's violation of any applicable law, rule or regulation; (b) Provider's failure to maintain the liability insurance coverage required under this Agreement; (c) any situation involving an investigation conducted or complaint filed by a state or federal agency or licensing board that restricts Provider's ability to practice medicine; results in limitation of or discipline against, Provider's license, accreditation, or certification; (d) UMVS's determination UMVS Agreement Confidential and Proprietary Page 11 that the health, safety or welfare of any Beneficiary may be in jeopardy if this Agreement is not terminated; (e) any indictment, charge, arrest or conviction of a felony, or any criminal charge related to the medical, financial and other practices of Provider; (f) Provider's failure to meet UMVS's credentialing criteria or comply with UMVS's credentialing policies, (g) Provider's failure to maintain compliance with any of the Representations and Warranties set forth in this Agreement, or (h) the loss, suspension or restriction of Provider's license to practice medicine, narcotic registration certificate issued by the Drug Enforcement Administration, certification or authorization to participate in Medicare or Medicaid, CHAMPUS or TRICARE, or loss of medical staff privileges. 6.3 Termination Due to Material Breach. In the event that either Provider or UMVS fails to cure a material breach of this Agreement within sixty (60) days of receipt of written notice to cure from the other, the non - defaulting party may terminate this Agreement, effective as of the expiration of said sixty (60) day period. If the breach is cured within such sixty (60) day period, this Agreement shall remain in full force and effect. 6.4 Voluntary Termination. This Agreement may be terminated by mutual written agreement of the parties or by either party, upon at least one hundred eighty (180) days prior written notice, effective at the end of the initial term or effective at the end of any renewal term. Such written notice must specifically reference termination of this Agreement to provide services to Beneficiaries of the TRICARE Program in order to be deemed valid notification of Voluntary Termination. 6.5 Continuation of Services After Termination. In the event that Beneficiary is receiving Covered Services at the time this Agreement terminates, Provider shall continue to provide Covered Services to the Beneficiary until: (a) treatment is completed or ninety (90) days following termination, whichever first occurs; or (b) the Beneficiary is assigned to another Network Provider; or (c) Beneficiary ceases to be covered. Compensation for such Covered Services shall be at the Reimbursement Rates. 6.6 . Beneficiary Notification. Provider shall notify any Beneficiary seeking services after the date of termination that the Provider is no longer a Network Provider. The parties agree to cooperate in good faith and without disparagement in connection with information supplied to Beneficiaries in connection with any termination or non - renewal of this Agreement. ARTICLE VII. RECORDS, AUDITS AND REGULATORY REQUIREMENTS 7.1 Medical and Other Records. Provider will prepare, maintain and make available all medical and other records pursuant to the TRICARE Program Requirements and applicable law. Provider shall maintain such records for at least seven (7) years after the rendering of Covered Services (records of a minor child shall be kept for at least one (1) year after the minor has reached the age of eighteen (18), but in no event less than seven (7) years). Additionally, Provider shall prepare, maintain and make available such financial, administrative and other records as may be necessary for compliance by UMVS with all applicable laws for said seven (7) years. 7.2 Access to Records, Audits. Subject to applicable confidentiality or privacy laws, Provider shall permit UMVS and its designated representatives, and designated representatives of regulatory agencies having jurisdiction over UMVS or Provider (the "Authorized Parties "), access to Provider's records, at Provider's place of business during normal business hours, in order to inspect and review and make copies of such records. When requested by an Authorized Party, UMVS Agreement Confidential and Proprietary Page 12 Provider shall produce copies of any such records at no charge. Additionally, Provider will permit the Authorized Parties, to conduct audits, site evaluations and inspections of Provider's offices, service locations and records at no cost to the Authorized Parties within a reasonable time period, but not more than five (5) days after the request is submitted to Provider. 7.3 HIPPA Compliance. The parties will safeguard Beneficiary privacy and confidentiality as required by applicable law, including, without limitation, the United States Department of Health and Human Services Standards for Privacy of Individually Identifiable Health Information promulgated pursuant to the administrative simplification provisions of the federal Health Insurance Portability and Accountability Act of 1996 ( "HIPAA "). 7.4 Provision of Records to Beneficiary. Provider will furnish each Beneficiary with a copy of his/her medical record at no charge (to include a narrative summary and other documentation of care) within two (2) business days of the request. 7.5 Behavioral Health Records. If Provider offers behavioral health services and the Beneficiary authorizes release of the information, Provider shall submit to the Beneficiary's Primary Care Manager a copy of the record of the treatment provided. 7.6 Continuing Obligation. The obligations of Provider under this ARTICLE VII shall survive termination of this Agreement. After termination of this Agreement, UMVS shall continue to have access to Provider's records as necessary to fulfill the requirements of this Agreement and to comply with all applicable laws, rules and regulations. ARTICLE VIII. MISCELLANEOUS PROVISIONS 8.1 Entire Agreement. This Agreement is the entire agreement between the parties with regard to the subject matter herein, and supersedes any prior written or unwritten agreements between the parties or their affiliates with regard to the same subject matter. This Agreement does not supersede any existing agreements between the parties or their affiliates with regard to benefit plans other than those addressed in this agreement, or prevent the parties or their affiliates from entering into such amendments or agreements in the future. 8.2 Amendment. This Agreement may only be amended through written or electronic notice by UMVS. That notice must be given at least ninety (90) days in advance of the effective date of the amendment, except that at least thirty (30) days advance notice is required for amendments made in order to comply with TRICARE Program Requirements or accreditation requirements (unless a shorter notice is necessary in order to accomplish compliance). Provider's signature is not required to make the amendment effective. If the amendment is not required by TRICARE Program Requirements or is not an accreditation requirement, and the Provider believes that the amendment includes a material adverse change to the Agreement, the Provider may terminate this Agreement on sixty (60) days written notice to UMVS as long as the Provider sends this termination notice within thirty (30) days of Provider's receipt of the amendment. 8.3 Nonwaiver. The waiver by either party of any breach of any provision of this Agreement shall not operate as a waiver of any subsequent breach of the same or any other provision. UMVS Agreement Confidential and Proprietary Page 13 8.4 Assignment, This Agreement may not be assigned by either party without the written consent of the other party, except that this Agreement may be assigned by UMVS to any of UMVS's affiliates or to any other entity that enters into a contract with the United States Government for the TRICARE Program without the consent of Provider. Neither this Agreement, nor any of Provider's rights or obligations hereunder, is assignable by Provider without the prior written consent of UMVS. 8.5 Relationship of the Parties. The sole relationship between the parties to this Agreement is that of independent contractors. This Agreement does not create a joint venture, partnership, agency, employment or other relationship between the parties. 8.6 No Third -Party Beneficiaries. Except as expressly stated herein, UMVS and Provider are the only entities with rights and remedies under the Agreement. 8.7 Delegation. UMVS may delegate (but not assign) certain of its administrative duties under this Agreement to one or more other entities. No such delegation will relieve UMVS of its obligations under this Agreement. 8.8 Notice. Any notice required to be given under this Agreement shall be in writing, except in cases in which this Agreement specifically permits electronic notice, or as otherwise permitted or required in the TRICARE Program Requirements. All written or electronic notices shall be deemed to have been given when delivered in person, by electronic communication, by facsimile or, if delivered by first -class United States mail, on the date mailed, proper postage prepaid and properly addressed to the appropriate party at the address set forth on the signature portion of this Agreement or to another more recent address of which the sending party has received written notice. Notwithstanding the previous sentence, all notices of termination of this Agreement by either party must be sent by certified mail, return receipt requested. Each party shall provide the other with proper addresses, facsimile numbers and electronic mail addresses of all designees that should receive certain notices or communication instead of that party. 8.9 Confidentiality. Neither party will disclose to a Beneficiary, other health care providers, or other third parties any of the following information (except as required by an agency of the Government): a) any proprietary business information, not available to the general public, obtained by the party from the other party; or b) the specific reimbursement.amounts provided for under this Agreement, except for purposes of administration of benefits. At least forty eight (48) hours before either party issues a press release, advertisement, or other media statement about the business relationship between the parties, that party will give the other party a copy of the material the party intends to issue. 8.10 Governing Law. This Agreement will be governed by and construed in accordance with TRICARE Program Requirements and the laws of the state(s) in which Provider renders Contracted Services (except where preempted by Federal law), and any other applicable law. Any provision required to be in this Agreement pursuant to the TRICARE Program Requirements shall bind Provider and UMVS, whether or not set forth herein. Any provision required to be in this Agreement pursuant to TRICARE Regulations or other applicable laws shall bind the parties, UMVS Agreement Confidential and Proprietary Page 14 whether or not expressly set forth herein. The parties agree to comply with all applicable laws, rules and regulations regarding the performance of their obligations under this Agreement. 8.11 Notification of Certain Employment Decisions. Provider shall provide prompt written notification to UMVS of Provider's employment of an individual who, at any time during the twelve months preceding such employment, was employed in a managerial, accounting, auditing, or similar capacity by an agency or organization which is responsible, directly or indirectly, for decisions regarding Department of Defense payments to Provider. 8.12 Severability. Any provision of this Agreement that is unlawful, invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining provisions of this Agreement or the lawfulness, validity or enforceability of the offending provision in any other situation or jurisdiction. 8.13 Indemnification of the United States. Provider will indemnify, defend and hold harmless the United States Government from any and all claims, judgments, costs, liabilities, damages and expenses, including attorneys' fees, arising from any acts or omissions of Provider. 8.14 Dispute Resolution. Provider and UMVS (each a "Party" and collectively "Parties" to this Agreement) will work together in good faith to resolve any and all disputes between them (hereinafter referred to as "Disputes ") including but not limited to all questions of arbitrability, the existence, validity, scope or termination of this Agreement or any term thereof. If the Parties are unable to resolve any such Dispute within sixty (60) days following the date one Party sent written notice of the Dispute to the other Party, and if either Party wishes to pursue the Dispute, it shall thereafter be submitted to binding arbitration in accordance with the Commercial Dispute Procedures of the American Arbitration Association, as they may be amended from time to time (see http: / /www.adr.org). Unless otherwise agreed to in writing by the Parties, the Party wishing to pursue the Dispute must initiate the arbitration within one year after the date on which notice of the Dispute was given or shall be deemed to have waived its right to pursue the dispute in any forum. Any arbitration proceeding under this Agreement shall be conducted in Johnson County, KS. The arbitrator(s) may construe or interpret but shall not vary or ignore the terms of this Agreement and shall be bound by controlling law. The arbitrator(s) shall have no authority to award punitive, exemplary, indirect or special damages, except in connection with a statutory claim that explicitly provides for such relief. The Parties expressly intend that any dispute relating to the business relationship between them be resolved on an individual basis so that no other dispute with any third party(ies) may be consolidated or joined with our dispute. The Parties agree that any arbitration ruling by an arbitrator allowing class action arbitration or requiring consolidated arbitration involving any third party(ies) would be contrary to their intent and would require immediate judicial review of such ruling. If the Dispute pertains to a matter which is generally administered by certain UMVS procedures, such as a credentialing or quality improvement plan, the policies and procedures set forth in that plan must be fully exhausted by Provider before Provider may invoke any right to arbitration under this Section 8.14. UMVS Agreement Confidential and Proprietary Page 15 The decision of the arbitrator(s) on the points in dispute will be binding, and judgment on the award may be entered in any court having jurisdiction thereof. The Parties acknowledge that because this Agreement affects interstate commerce the Federal Arbitration Act applies. In the event that any portion of this Section 8.14 or any part of this Agreement is deemed to be unlawful, invalid or unenforceable, such unlawfulness, invalidity or unenforceability shall not serve to invalidate any other part of this Section 8.14 or this Agreement. In the event any court determines that this arbitration procedure is not binding or otherwise allows litigation involving a Dispute to proceed, the Parties hereby waive any and all right to trial by jury in, or with respect to, such litigation. Such litigation would instead proceed with a judge as the finder of fact. In the event a Party wishes to terminate this Agreement based on an assertion of uncured material breach, and the other Party disputes whether grounds for such a termination exist, the matter will be resolved through arbitration under this Section 8.14. While such arbitration remains pending, the termination for breach will not take effect. This Section 8.14 governs any dispute between the Parties arising before or after execution of this Agreement and shall survive any termination of this Agreement. 8.15 Survival. The following sections shall survive termination of this Agreement: 3.13 Quality Management and Improvement Program. 3.14 Liability Insurance (for obligation to maintain tail coverage) 5.2 Reimbursement 5.5 No Surcharges 5.6 Beneficiary Hold Harmless and 5.6.1 Charges 5.7 Conditions for Reimbursement for Excluded Services 5.8 Coordination of Benefits 5.9 Third Party Recoveries 5.10 Recoupments 6.5, Continuation of Services After Termination 6.6 Beneficiary Notification ARTICLE VII - Records, Audits & Regulatory Requirements 8.9 Confidentiality 8.10 Governing Law 8.13 Indemnification of the United States 8.14 Dispute Resolution {Signatures to follow) UMVS Agreement Confidential and Proprietary Page 16 List of Attachments Payment Appendix Provider Liability Insurance Requirements Table Provider Demographic Form UMVS Agreement Confidential and Proprietary Page 19 Payment Appendix - TRICARE This Appendix applies to Covered Services rendered to Beneficiaries covered under the TRICARE Program. SECTION 1 Definitions Unless otherwise defined in this Appendix, all capitalized terms used in this Appendix will have the meanings assigned to them in: (1) the Agreement (but if the Agreement applies to other benefit plan types in addition to the TRICARE Program and addresses the TRICARE Program through a TRICARE Appendix, then the capitalized terms in this Appendix will have the meanings assigned in the TRICARE Appendix); and (2) the TRICARE Program Requirements. Locality Based Waiver: The exception rate established under the TRICARE Program in accordance with 32 CFR §199.14 0)(1)(iv)(D) or (E) or its successor. The Locality Based Waivers can be found http://www.tficare.mil/TMA/rates.asl2x. TRICARE Maximum Rate: The maximum amount payable under the TRICARE Program, as described in the TRICARE Program Requirements, including without limitation 32 C.F.R. §199.140)(1)(i) and (ii), as amended from time to time, or any successor regulation. The TRICARE Maximum Rate is solely determined by the United States Department of Defense and its TRICARE Management Activity ( "TMA ") and is subject to change by the TMA at any time. To the extent that the TRICARE Maximum Rate is the CHAMPUS Maximum Allowable Charge (as defined in 32 C.F.R. § 199.140)(1)(i)), it can be accessed at the following website link, which may be changed or updated from time to time: http://www.tricare.mil/CMAC/home.asl)x. Provider: For purposes of this Payment Appendix, the term Provider means any Provider, Provider Professional, Physician or Practitioner as defined in the Agreement or the TRICARE Appendix. Customary Charge: The fee for health care services or supplies charged by the Provider that does not exceed the fee the Provider would ordinarily charge another person regardless of whether the person is a Beneficiary of the TRICARE Program. SECTION 2 Reimbursement Rates for Covered Services 2.1 Reimbursement Rates. Provider Reimbursement Rates for Covered Services are the lesser of (i) Provider's Customary Charge or (ii) the following in order of applicability. a) If a Locality Based Waiver is applicable, then the contract rate will be as determined by the Locality Based Waiver. b) If no Locality Based Waiver is applicable, 90% of the primary fee source. The primary fee source is the TRICARE Maximum Rate. UMVS Agreement Confidential and Proprietary Page 19 c) If no Locality Based Waiver is applicable, instead of the Reimbursement Rates listed in clause (b) above, the Reimbursement Rates for the drug categories listed below will be 100% of TRICARE Maximum Rate. These categories are defined as Covered Services described by the section of the AMA's current "Current Procedural Terminology Professional Edition" code book and/or the HCPCS codes included within the section of the current "HCPCS Level II Expert Edition" code book published by OptumInsightTM, part of OptumTM or as each section may be updated from time to time. • Medicine - Immune Globulins, Serum or Recombinant Products: (CPT codes — 90281 through 90399) • Medicine - Vaccines, Toxoids: (CPT codes 90476 through 90749) • Drugs Administered Other Than Oral Method and Chemotherapy Drugs: (HCPCS codes J0000 through J9999) • Radiopharmaceuticals: (HCPCS codes A9500 through A9999) d) In the event a fee source listed above in clauses a), b) and c) does not provide a specific fee amount, then UMVS will pay 40% of Provider's Customary Charge. 2.2 Other Payment Considerations: The Reimbursement Rates established by this Appendix are all- inclusive, including without limitation any applicable taxes, for all Covered Services provided to the Beneficiary. Unless specifically indicated otherwise, amounts listed in this Appendix represent global fees and may be subject to reductions based on appropriate modifiers (for example, professional and technical modifiers). Any Deductible or Cost Shares that the Beneficiary is responsible to pay will be subtracted from the Reimbursement Rate in determining the amount to be paid by UMVS. All Reimbursement Rates are subject to applicable TRICARE Program Requirements including UMVS Policies. 2.3 Code Updates: UMVS will comply with the TRICARE Management Activity Change Order process to implement coding updates. When implementing coding updates, UMVS will apply the same percentage(s) as set forth above in section 2.1 and the then current value of the published code to determine the contract rate. 2.4 Billing: Provider will submit claims using a CMS 1500, its successor form or its electronic equivalent. For paper claims and HIPAA standard professional format for electronic claims, as applicable, with applicable coding including, but not limited to, ICD, CPT, and HCPCS coding. UMVS Agreement Confidential and Proprietary Page 20 Liability Insurance Requirements Table — TRICARE West Ancillary UMVS Agreement Confidential and Proprietary Page 21 UHG Minimum General State Recommended UHG Minimum Professional Liability Professional Liability Limits Requirements Liability Limits Standard Specified Professional and General Liability Limits Alaska, Arizona, California, Colorado, Hawaii, Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, $1,000,000 each $500,000 each claim/ $1,000,000 per Nebraska, Nevada, New claim/ $3,000,000 $1,000,000 aggregate occurrence Mexico, North Dakota, aggregate Oregon, South Dakota, Utah, Washington, Wyoming $1,000,000 each $200,000 each claim and $200,000 per claim/ $3,000,000 aggregate occurrence aggregate Texas $1,000,000 each TX Comprehensive $1,000,000 per claim/ $3,000,000 Rehabilitation Program occurrence aggregate $500,000 each claim/ $1,000,000 aggregate UMVS Agreement Confidential and Proprietary Page 21