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Provider Agreement - 2004 +. tf. BlueCross i.? ~ ~ BlueShield ~ ~ of Kansas" 1133 SW Topeka Boulevard Topeka, Kansas 66629-0001 In Topeka - (785) 291-7000 In Kansas - (800) 432-0216 Web site: www.bcbsks.com March 24, 2004 Dear Provider: Tr-! 1J - C C~ r -e.- Blue Cross and Blue Shield of Kansas is pleased to announce that on August 22, 2003 the Department of Defense (DO D) awarded the contract for the TRICARE West Region to TriWest Healthcare Alliance (TriWest). TriWest has contracted with the DoD since 1997 to arrange for the health care ofTRICARE (formerly known as CHAMPUS) beneficiaries in the Central Region ofthe United States. The awarding of the West Region contract more than doubles TriWest's size, both in geographic area and in the number of beneficiaries served. BCBSKS is the network subcontractor for TriWest and is responsible for the provider network that delivers services to TRICARE beneficiaries in Kansas except Johnson and Wyandotte counties. Based on your current TRICARE contract for the TRICARE Central Region, BCBSKS and TriWest invite you to continue serving America's military family by participating in the TRICARE program for the new TRICARE West Region. In order to become a network provider for the West Region, you. must sign the enclosed contract, update and complete the TRICARE Provider Data Sheet. Language specific to the TRICARE West Region have been included in the agreement. The effective date of the amended contract will be October 1, 2004. Enclosed is information for your review and completion which includes: ~ . TRICARE provider contract amendment - Sign, initial and return by April 30. 2004 TRICARE Provider Data Sheet - Review and make corrections as needed. Each field must be completed. If a field is not applicable, indicate N/A in the field. Return the completed data sheet with the signed contract amendment in the envelope provided. Electronic claims submission information ¡/ . . TriWest intends to build on our success in the Central Region and continue to focus on providing superior customer service to our provider network, and they in turn to our beneficiaries. TriWest is focusing on many enhancements in the West Region including a new claims processor, Wisconsin Physician Services, greater availability and easier access to information on TriWest website. Please review, sign and initial the amendment where indicated, attach the supporting documentation and return in the enclosed envelope by April 30, 2004. If you do not return the signed amendment, your current TRICARE contract will terminate on September 30, 2004. By signing the enclosed amendment, you will continue to deliver health care to your TRICARE beneficiaries. Your participation in this network serving the men and women of America's military family is encouraged and appreciated. More information regarding TriWest is available to you at www.triwest.com and additional information about the TRICARE program is available at www.tricare.osd.mii. If you have any questions; please contact any of the following: Pat Toda, Provider Relations Specialist Sherri Woodall, Administrative Assistant Cathy Holmes, Manager, Internal Operations 785-291-7507 or 1-800-432-0216 x7507 785-291-8591 or 1-800-432-0216 x8591 785-291-8709 or 1-800-432-0216 x8709 Þ~L Fred Boston, Director Professional Relations Blue Cross and Blue Shield of Kansas "An Independent Licensee of the Blue Cross and Blue Shield Association. ...V RlueCroM ... . lßueShieid ,. , arKansas TriCare Datasheet for City of Salina EMS The following information is in the Blue Cross Blue Shield of Kansas, Inc., provider database which was taken from the previous application you submitted. Instructions: Review the following information. Please provide missing information and/or note corrections by crossing out incorrect data and entering correct information in the space provided. Use an addditional page if necessary. Institutional Information Provider 10 #: 0000005536 Institution Name: City of Salina EMS Address: PO Box 736 Phone: (785) 309-5737 Fax: (785) 309-5738 DCN: Internal Use Only Salina, KS 67402-0736 Contact Person: Rod Franz EIN: i.-} 8(, ð( ,2 ¿..~ License Hospital License State License License # Date Awarded Licensing Agency/Institution Kansas Board of Emergency Medical Services 1700 5 .- f -ó L.{ Certification and Accreditation Medicare Certification: Accreditation: 0 Yes 0 No 0 Yes 0 No Original Certification Date Accrediting Organization ^/.'JI, 'J/f- .~y,/+ 0 No Certification #: Does your facility participate in the National Disaster Medical System? 0 Yes tJ/.4- Beds Bed Type 0 Acute Care: 0 Psychiatric Unit: 0 Partial-Day Psychiatric Unit: 0 Certified Substance Abuse Unit 0 Intensive Care Unit: 0 Cardiac Care Unit: Number of Beds Certification #: Certifying Organization: N/4- I . Trauma level Trauma level Care Provided I 1 = All complex injuries 2 = Severe trauma patients 3 = Common trauma without specìfllized care 4 = Routine care 5 = Routine care -- may not be 24/7 0 = No trauma care Staff Type Interns: Residents: Number Pet ~-,,\. vV\. -<e.d \e:. ~ Em T is ;)- c¡ :5/ Insurance Carrier St Paul Insurance Co Effective Date Expiration Date 06f30/20ß3""" ¿'-30-0L( Per Claim limit 0 Aggregate limit 0 TriCare Datasheet Institution 1/15/2004 TRICARE PROVIDER PROFILE SHEET Ancillary Provider SERVICE ADDRESS CITY Ambulance Companies City Of Salina EMS PO Box 736 SPECIALTY: PROVIDER Salina STATE KS PERSON . .. Qn:?l-ð~"" -61 BILLING NAME C- ~tVL FED TAX ID # 486017228 C I 4.41- - 0 7 f PHONE ADDRESS CITY STATE ZIP CODE COUNTY < CONTACT PERSON .1£<;Y1.[1". l.J-)J>IJ'~ . HONE/FAX/EMAIL ~?ßf~~("t7}Z.J~)tÇ::3ðt-S'.7 ' ~_C? EFFECTIVE DATE (Note: the effective date above agreement shall be determined.) 1.. v ¿..; l.- / the date upon which the duration of this 0204.v1KS 200KSO0365 111111111111111111111111111111111111111111111 025700N TRICARE ANCILLARY PROVIDER CONTRACT PARTIES Blue Cross Blue Shield of Kansas ("SHAREHOLDER"), a Kansas nonprofit corporation, and City Of Salina EMS ("Provider"). EFFECTIVE DA TE This contract (the "Agreement") shall be effective (the "Effective Date") on RECITALS A. SHAREHOLDER has subcontracted with TriWest Healthcare Alliance Corp. ("TriWest") to establish a provider network for TriWest in conjunction with TriWest's contract with the Department of Defense to provide managed health care services to TRICARE Beneficiaries. B. Provider is a health care provider licensed by and in good standing with the State of Kansas, and desires to participate in SHAREHOLDER's network for TRICARE Beneficiaries. Therefore, the Parties agree as follows: AGREEMENT 1. DEFINITIONS Active Duty - Full-time duty in the Unifonned Services of the United States. It includes duty on the active list, full-time training duty, annual training duty, and attendance while in the active Military Service, at a school designated as a Service school by law or by the Secretary of the Military Department concerned. Authorization - Approval for requested services, procedures or admission that is obtained prior to services being rendered. Clean Claim - A claim which does not require a pre-existing condition investigation, coordination of benefits infonnation, accident infonnation and/or subrogation infonnation, medical records or any other infonnation to adjudicate the claim. Copayments - Deductibles, copayments and/or cost sharing amounts payable by a TRICARE Beneficiary, as set forth in the TRICARE Provider Handbook. Covered Services - Services for which benefits are available to TRICARE Beneficiaries in accordance with the rules, regulations, policies and instructions of the TRICARE Management Activity. Emergency Care ~ TRICARE considers an emergency medical condition a condition manifesting itself by "acute symptoms of sufficient severity, including severe pain, such that a prudent layperson could reasonably expect the absence of medical attention to result in placing the beneficiary's health in serious jeopardy, serious impainnent to bodily function, or serious dysfunction of any bodily organ or part. " 0204.v1KS 200KSOO365 111111111111111111111111111111111111111111111 025701N Health Care Coordinators (HCC) - Medical professionals employed by TriWest to assist in finding medical care for TRICARE Beneficiaries in the military or civilian system. Health Care Coordinators are responsible for facilitating referrals/authorizations. Hospital-based Provider - TMA defines Hospital-based Providers as professional providers (except Interns, Residents, and Fellows), either directly employed or under contract to a hospital who provide services under a hospital owned Tax Identification Number for either inpatient or outpatient care, where the hospital is not acting as a billing agent for the provider. Institution - a general, acute-care hospital, a specialty hospital such as a behavioral health hospital, or a skilled nursing facility. Medically Necessary - The appropriate and necessary treatment of the patient's illness or injury according to accepted standards of medical practice and TRICARE policy. MTF - Military Treatment Facility. Network Provider - A provider who has contracted to render Covered Services. to TRICARE Beneficiaries. Primary Care Manager (PCM) - A provider who is designated as a Primary Care Manager and is selected by a TRICARE Prime beneficiary or assigned by an MTF commander to provide primary care services. PCMs may be an individual, group, or MTF. PCMs include: Internists, Family Practitioners, Pediatricians, General Practitioners, Obstetricians/Gynecologists, Physician Assistants, Nurse Practitioners, or Certified Nurse Midwives. Reimbursement Rates - The rates set forth in Exhibit 1. RFP - The Department of Defense's Request for Proposal No. MDA906-02-R-OOO6, as amended, for the managed care support services under the TRICARE program. Definitions included in the RFP are incorporated herein by reference, except as otherwise provided. Tail Insurance - When a provider has professional liability insurance on a claims.made basis (as opposed to an occurrence-based policy), Tail Insurance provides coverage after the tennination of the claims-made insurance policy for losses resulting from claims that are filed after the expiration of the claims-made insurance policy. TRICARE (fonnerly CHAMPUS) - A program established to provide health coverage for family members of Active Duty military personnel, for retirees and their families, and for other TRICARE Beneficiaries. TRICARE Beneficiary - Any person eligible to receive Covered Services under the rules, regulations, policies and instructions of TMA. TRICARE Beneficiaries may include, but are not limited to, Active Duty members of the Anned Forces of the United States of America and their dependents, retired members of the Anned Forces of the United States of America and their dependents, JI1on-Department of Defense Unifonned Services (the Public Health Service, the United States Coast Guard, and the National Oceanic & Atmospheric Administration) and certain North Atlantic Treaty Organization beneficiaries. 0204.y1 KS 200KSOO365 111111111111111111111111111111111111111111111 025702N TRICARE/CHAMPUS Maximum Allowable Charge (CMAC) - The reimbursement methodology for services rendered to TRICARE Beneficiaries. CMAC is updated by the federal government on an annual basis. TRICARE Extra - The Preferred Provider Option (PPO) under the TRICARE program in which benefits are provided through Network Providers reducing the TRICARE Beneficiary's cost share. TRICARE Management Activity (TMA) - fonnerly known as OCHAMPUS and TRICARE Support Office - Area within Department of Defense responsible for overseeing the TRICARE program. TRICARE Prime - A health maintenance organization (HMO)-type option under the TRICARE program in which TRICARE Beneficiaries enroll and receive enhanced primary and preventive benefits at a reduced cost share. Medical care is coordinated by a PCM. TRICARE Provider Handbook - Manual of operational policies and protocols for TRICARE that will be furnished to Provider. TRICARE Standard - Standard benefits available under CHAMPUS. Similar ,to a traditional indemnity plan, with an annual deductible, cost-share, and annual out-of-pocket catastrophic cap. TriWest - TriWest Healthcare Alliance Corp. and, as applicable, its subcontractors. IL TERM; TERMINA TION A. Tenn - This Agreement shall commence upon the Effective Date and continue for an initial two year tenn. Thereafter, both Parties agree that the tenn of this Agreement shall automatically be extended for one-year periods until TriWest no longer has a contract with TRICARE Management Activity (TMA) or unless tenninated by either Party as pennitted in this Agreement. B. Tennination without Cause - Either Party may tenninate this Agreement without cause upon at least ninety-(90) days prior written notice to the other Party. C. Immediate Tennination - SHAREHOLDER shall have the right to immediately tenninate this Agreement upon written notice to Provider upon the occurrence of any of the following events: 1. Provider's Kansas license or another state or federal license or authorization to do business is reduced, restricted, suspended, or tenninated (either voluntarily or involuntarily), or Provider's other applicable license or accreditation necessary to perfonn any services contemplated by this Agreement is reduced, restricted, suspended, or tenninated (either voluntarily or involuntarily); or' 2. Provider's professional liability coverage as required under this Agreement is reduced below required amounts or is no longer in effect; or 3. Provider fails to meet SHAREHOLDER's or TriWest's recredentialing, quality management or utilization management criteria, or fails to comply with quality management or utilization management processes; or 0204.v1KS 200KSOO365 111111111111111111111111111111111111111111111 025703N 4. Provider fails to provide material infonnation or provides erroneous infonnation on Provider's credentialing application or recredentialing application. D. Material Breach - Either Party may tenninate this Agreement for any material breach of this Agreement by the other Party, but only if that breach is not cured within thirty (30) days after written notice to the breaching Party. E. After termination of this Agreement, Provider shall use reasonable efforts to notifY any TRICARE Beneficiaries that Provider is no longer a TRICARE provider when TRICARE Beneficiaries seek care from Provider. In addition, Provider shall cooperate with SHAREHOLDER to ensure a smooth transition for TRICARE Beneficiaries from Provider to another Network Provider. F. Tennination of this Agreement shall not relieve either Party of any obligation to the other Party in accordance with the tenns of this Agreement with respect to services furnished prior to such tennination and shall not relieve Provider of the obligation to cooperate with TriWest in arranging for the transfer of care of TRICARE Beneficiaries then receiving treatment. III. PROVIDER'S RESPONSIBILITIES A. Provider agrees to treat TRICARE Beneficiaries according to the tenns and conditions of this Agreement. Provider shall accept the Reimbursement Rates (less the amount of any Copayments payable by the TRICARE Beneficiary) as the only payment expected from TriWest and TRICARE Beneficiaries for Covered Services, and for all services paid for by the TRICARE program. TRICARE Beneficiaries are responsible only for Copayments. The Reimbursement Rates shall apply to Active Duty and civilian claims, to enrollees and to non-enrollees, and to all TRICARE Beneficiaries whose care is reimbursed by the Department of Defense, regardless of their residence. In no event will Provider be paid for such services more than the TRICARE/CHAMPUS Maximum Allowable Charge (CMAC) or what is permissible under federal law or TRICARE policy. B. Provider shall collect applicable Copayments from TRICARE Beneficiaries. The Copayments depend upon the sponsor's grade and military status. Except as otherwise provided in this Paragraph 8., Provider may not bill TRICARE Beneficiaries or Active Duty personnel for any service that is non-covered or disallowed. Provider shall not routinely waive Copayments. Except for Copayments, Provider agrees that in no event (including, but not limited to, nonpayment or breach of this Agreement by TriWest or TriWest's insolvency) shall Provider bill or collect for Covered Services from a TRICARE Beneficiary or Active Duty member, and this provision shall survive tennination of this Agreement. Provider shall not require payment from a TRICARE Beneficiary for any excluded or excludable service that the TRICARE Beneficiary received unless the TRICARE Beneficiary has been properly infonned that the services are excludable and has agreed in advance of receiving the services, in writing, to pay for such services. A TRICARE Beneficiary who is infonned that care is potentially excludable and proceeds with receiving the potentially excludable service shall not, by receiving such care, be construed to have entered into an agreement to pay. Provider acknowledges that payment shall not be allowed for a non-Covered Service unless the TRICARE Beneficiary or Active Duty member is properly informed and agrees in a separate writing. Any waivers must be specific as to the details of the excluded or non- Covered Service. General agreements to pay, such as those signed by the TRICARE Beneficiary at the time of service, are not evidence that the TRICARE Beneficiary knew specific services were excluded or excludable or that the TRICARE Beneficiary agreed to pay. 0204.v1 KS 200KSOO365 111111111111111111111111111111111111111111111 025704N C. Provider shall submit claims for Covered Services on behalf of TRICARE Beneficiaries and Active Duty personnel. Provider shall use best efforts to submit claims within thirty (30) days after the provision of the services. All claims shall be submitted electronically. No payment shall be made for a claim submitted more than one (1) year after the provision of the Covered Service. D. Provider shall participate in Medicare (accept assignment) and submit claims on behalf of all TRICARE and Medicare beneficiaries. E. Provider agrees to being reported to the Department of Veterans Affairs (DV A) as a TRICARE Network Provider. DV A shall have the right to directly contact Provider and request that he/she provide care to Veteran Administration (V A) patients on a case by case basis. Provider is never obligated to see the V A patient, however if seen, any documentation of the care rendered to the V A patient and reimbursement for the care is a matter between the referring V A Medical Center (V AMC) and Provider. The referral and instructions for seeking reimbursement from the V AMC will be provided by the patient at the time of the appointment. If Provider has initialed "Yes" on Section A. of Exhibit 3, Provider has agreed to accept requests from the DV A to provide care to veterans. F. Provider agrees to being reported to the Civilian Health and Medical Program of the Department of Veterans Affairs (CHAMPV A) as a TRICARE Network Provider. If Provider has initialed "Yes" on Section B. of Exhibit 3, Provider agrees to accept assignment for CHAMPV A beneficiaries. G. Provider shall comply with all policies and procedures set forth in the TRICARE Provider Handbook, including without limitation credentialing, peer review, refen-als, utilization review/management and quality assurance programs and procedures established by TriWest or TRICARE including submission of infonnation concerning Provider and compliance with preauthorization requirements, care approvals, concurrent reviews, retrospective reviews, discharge planning for inpatient admissions and prior authorization of referrals. Such requirements may concern Active Duty personnel as well as TRICARE Beneficiaries. H. Provider shall provide and maintain policies of general and professional liability (malpractice) insurance to insure Provider against any claim for damages arising by reason of personal injury or death resulting directly or indirectly from the perfonnance of this Agreement. Such insurance shall be subject to the approval of SHAREHOLDER, but shall not be less than one million dollars ($1,000,000) per claim and three million dollars ($3,000,000) in the aggregate per year for each professional perfonning service. Provider shall provide SHAREHOLDER with a certificate of such insurance upon execution of this Agreement, entitling SHAREHOLDER to receive thirty (30) days' prior notice of any change in coverage or tennination or expiration of coverage. If the insurance is on a claims-made basis, Provider shall obtain Tail Insurance satisfactory to SHAREHOLDER uþon any tennination of coverage and containing an extended reporting endorsement for a period of not less than three (3) years after the tennination of this Agreement. L If Provider offers behavioral health services, and the TRICARE Beneficiary authorizes release of the infonnation, Provider shall submit, to the TRICARE Beneficiary's PCM, a copy of the record of the treatment provided. J. Provider or designee shall attend an initial educational seminar (and periodic update seminars) in order to obtain an understanding of the requirements ofTRICARE. 0204.v1KS 200KSOO365 111111111111111111111111111111111111111111111 025705N K. Provider's facilities shall be accessible to handicapped individuals as required by applicable federal and state and/or local laws and regulations. L. Provider shall comply with federal and any applicable state laws and regulations concerning the confidentiality and security of the medical records ofTRICARE Beneficiaries. M. As soon as it is aware of them, Provider must notify SHAREHOLDER of any actions, policies, detenninations or internal or external developments that may have a direct impact on Provider's ability to perfonn its obligations under this Agreement. Actions requiring notifications by Provider include, but are not limited to: 1. Any change in ownership, specialty services provided or location of facility(s); 2. Action against or lapse of Provider's license, certification, accreditation or certificate of authority; 3. Loss of hospital privileges; and 4. Reduction in insurance coverage below the required limits or tennination of insurance coverage. N. Providers shall participate in and cooperate with TriWest's case management and/or utilization management plans described in the TRICARE Provider Handbook, and developed in accordance with the policies, rules, and regulations of TriWest and TRICARE. O. Provider agrees to provide a TRICARE Beneficiary with a copy of his or her medical record at no charge, to include a narrative summary and other documentation of care within two (2) business days of the request when the TRICARE Beneficiary or TRICARE Beneficiary's guardian presents (i) a copy of official change of station orders or orders changing the TRICARE Beneficiary's or sponsor's status from Active Duty to retired or separated from service and (ii) a properly executed medical release. P. Provider agrees to provide copies of medical records to TriWest within two (2) business days of TriWest's request, to pennit TriWest to conduct peer review, quality assurance and utilization review. At the Provider's request TriWest will reimburse Provider for the cost of photocopying and postage. The reimbursement rate for photocopies is currently set at $.07 per page. Q. Provider acknowledges and agrees that the National Quality Monitoring Contractor (NQMC) shall be responsible for reviewing requests from TRICARE Beneficiaries and providers for an appeal or reconsideration of certain denials of coverage by TriWest and Provider will cooperate with the NQMC in such appeal process. Provider agrees the NQMC may release all review data obtained by the NQMC to TriWest. R. Provider understands and agrees that all Covered Services provided for TRICARE Prime enrollees, except emergency services, outpatient mental health services, and services provided under a Point of Service option, must be referred from the PCM to a Network Provider or an MTF provider, and authorized by the applicable Health Care Coordinator or other designee of TriWest. S. Provider agrees that TriWest and its designee shall have access, upon demand and at reasonable times, to the books, records and papers of Provider relating to the health care services provided to TRICARE Beneficiaries and Active Duty personnel, to the costs thereof, and to Copayments received by Provider from TRICARE Beneficiaries for Covered Services. TriWest and its designee shall have the right to inspect, at reasonable times, Provider's facilities upon five (5) days' 0204.v1KS 200KSOO365 111111111111111111111111111111111111111111111 025706N prior notice to Provider. Provider will provide adequate space to TriWest and its designee for the conduct of on-site inspections and reviews and shall cooperate in the conduct of such review activity. Provider will photocopy and deliver to TriWest or its designee all information required for off-site review by TriWest of Provider's perfonllance under this Agreement within thirty (30) days of a request by TriWest. This section shall survive tenllination of this Agreement. T. Provider acknowledges and understands that the MTF has a first right of refusal to provide medical services to TRICARE Prime beneficiaries who are referred for any services by their PCM. U. Provider shall comply with additional responsibilities, if any, set forth in Exhibit 2. V. Provider acknowledges that this is not an exclusive agreement, and that neither TriWest nor SHAREHOLDER represents, warrants, or guarantees that Provider will be utilized at all by any TRICARE Beneficiary, Active Duty member or by any number of TRICARE Beneficiaries or Active Duty personnel. W. Provider agrees that Provider will not discriminate in providing Covered Services under this Agreement against any TRICARE Beneficiary or Active Duty member on the basis of hislher enrollment or non-enrollment in TRICARE Prime, source of payment, sex, age, race, color, religion, national origin, health status, or disability. X. Provider shall comply with all final HIP AA ASC X 12N Transaction standards as promulgated by the Secretary, Department of Health and Human Services for implementation effective October 2003. Iv. PROVIDER DIRECTORY TriWest will periodically include Provider's name, location, and specialty in a directory of Network Providers. Provider is responsible for notifying SHAREHOLDER of any changes of address or specialty within ten (IO) business days. V. PAYMENT TO PROVIDER A. TriWest will use best efforts to process Clean Claims within thirty (30) days of receipt and will make payment directly to Provider for Covered Services rendered by Provider to TRICARE Beneficiaries or Active Duty personnel in accordance with the Reimbursement Rates set forth in Exhibit 1. Provider understands and agrees that SHAREHOLDER is not the insurer, payer, guarantor or underwriter of the payment of benefits to Provider and agrees that SHAREHOLDER shall not be responsible for payment of any claims submitted by Provider for Covered Services provided to TRICARE Beneficiaries. I B. TriWest may deny payment for services or supplies deemed by TriWest to be not Medically Necessary or at an inappropriate level under definitions and detenninations of TRICARE. TriWest will utilize a standard industry code review system in adjudicating claims and detenllining appropriate levels of coding. C. Payments to Provider may be disallowed or reduced for noncompliance with required utilization review/management programs and procedures, including without limitation failure to obtain a required preauthorization or continued stay approval even if the services are not denied on necessity or appropriateness grounds. In this case, the reduction shall be at least ten percent (I 0%) 0204.v1KS 200KSOO365 111111111111111111111111111111111111111111111 025707N of the Reimbursement Rate as set forth in Exhibit 1. Amounts that are disallowed or reduced may not be billed to TRICARE Beneficiaries or Active Duty personnel. D. Provider understands and agrees that there may be payment adjustments through the remittance or return of underpayments, overpayments, and adjustments for retroactive tenninations or denials of coverage. VI. GENERAL PROVISIONS A. Amendment SHAREHOLDER may modifY this Agreement by providing Provider with sixty (60) days prior written notice. Provider shall have thirty (30) days after receipt of such notice to object in writing to a proposed amendment. If Provider objects timely and in writing to the proposed amendment, SHAREHOLDER may tenninate this Agreement upon thirty (30) days' prior written notice to Provider. JfProvider fails to object timely and in writing to a proposed amendment, Provider shall be deemed to have accepted such proposed amendment. Except as specified above and unless specified elsewhere in this Agreement or allowed/prohibited by applicable law, this Agreement may be amended or modified only in writing signed by the authorized personnel of each Party.Applicable Law; Jurisdiction; Venue B. Applicable Law; Jurisdiction; Venue This Agreement is governed by the laws of the State of Kansas and applicable federal law. The Parties consent to the jurisdiction of and to venue for any dispute involving this Agreement in the state courts of the State of Kansas or the United States District Court for the District of Kansas. C. Assignment Except as pennitted in this Agreement, neither Party may assign or transfer any right, benefit, obligation or duty under the tenus of this Agreement to any third party without the prior written consent of the other Party. D. Authority Each person signing this Agreement certifies that he/she has the appropriate authority to bind the respective Party. E. SHAREHOLDER's Relationship to the Blue Cross and Blue Shield Association I Provider expressly acknowledges his/herlits understanding that this Agreement constitutes an agreement between Provider and SHAREHOLDER, that SHAREHOLDER is an independent corporation operating under a license from the Blue Cross and Blue Shield Association (the "Association"), an association of independent Blue Cross and Blue Shield Plans, pennitting SHAREHOLDER to use the Blue Cross and Blue Shield Service Marks in the State of Kansas, and that SHAREHOLDER is not contracting as the agent of the Association. Provider further acknowledges and agrees that he/she/it has not entered into this Agreement based upon representations by any person, entity or organization other than SHAREHOLDER and that 0204.v1KS 200KSOO365 111111111111111111111111111111111111111111111 025708N no person, entity or organization other than SHAREHOLDER shall be held accountable or liable to Provider for any of SHAREHOLDER's obligations to Provider created under this Agreement. This Paragraph shall not create any additional obligations whatsoever on the part of SHAREHOLDER other than those obligations created under other provisions of this Agreement. F. Compliance Provider warrants and certifies that he/she/it is in compliance with all local and federal laws applicable to provider's business of providing health care services, including but not limited to, the provisions of the Americans with Disabilities Act and the Health Insurance Portability and Accountability Act as they may apply to Provider. G. Coordination of Benefits/Third-Party Liability Provider agrees to make inquiries of TRICARE Beneficiaries regarding other health insurance coverage. If there is another entity providing coverage for the TRICARE BeneJì.ciary, Provider shall bill that entity first and provide infonnation regarding that carrier to TriWest when it submits the claim to TriWest for Covered Services provided to the TRICARE Beneficiaries. TRICARE coverage shall always be secondary, except when TRICARE Beneficiaries have coverage with Indian Health Services or Medicaid. Provider further agrees to cooperate in subrogation, Workers' Compensation and other third-party recovery programs to the extent pennitted or required by applicable law. H. Dispute Resolution 1. If Provider believes that TriWest incorrectly denied all or part of a claim and desires to obtain a review of the benefit detennination, Provider shall, within ninety (90) days of initial detennination: a. submit a written request for review to TriWest, A TTN: Provider Services; and b. include in the written request the items of concern regarding TriWest's de:tennination and all additional infonnation (including medical infonnation) supporting Provider's belief that the denial was incorrect. On the basis of the infonnation supplied with the request for review, together with any other infonnation available to it, TriWest will review its prior detennination. Provider will be notified in writing of TriWest's decision and the reasons for the detennination within sixty (60) days ofTriWest's receipt of the request for review. If Provider still lJelieves that TriWest's detennination of payment or non-payment is incorrect and/or has infonnation that was not previously available for review when submitted to TriWest, Provider may direct a second request for review in writing to TriWest within sixty (60) days of receipt of the prior detennination. The TriWest reviewer will follow the procedures outlined in the TRICARE Provider Handbook for processing second reviews. 2. In the event that any claim or controversy arising out of or relating to this Agreement, or any claimed breach thereof, cannot be resolved by the Parties as provided in Section VI Paragraph H. Subsection 1 above or in the nonnal course of business, each Party shall designate a member of its senior management to meet in an attempt to resolve the dispute. 0204.v1 KS 200KSOO365 111111111111111111111111111111111111111111111 025709N A dispute that cannot be resolved to the satisfaction of the Parties in this manner shall be referred for binding arbitration in accordance with the commercial dispute arbitration rules of the American Arbitration Association or such other rules as may be agreed to by the Parties. Judgment upon an award in arbitration may be entered in any court of competent jurisdiction, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of the state having jurisdiction may require or allow. I. Entire Agreement This Agreement, including referenced exhibits, contains the entire understanding of the Parties and supersedes all prior agreements between the Parties with respect to the same subject matter. J. Mutual Indemnification Provider shall hold hannless and indemnify SHAREHOLDER and TriWest for, from, and against any Provider-related claims, losses, damages, liabilities, costs, expenses or obligaÜons arising out of or resulting from Provider's wrongful or negligent conduct in the perfonnance of this Agreement including, but not limited to, the provision of health care services by Provider. SHAREHOLDER shall hold hannless and indemnify Provider for, from, and against any losses, damages, liabilities, costs, expenses or obligations arising out of or resulting from SHAREHOLDER's wrongful or negligent conduct in the perfonnance of this Agreement. K. Notice All notices and other communications to a Party must be in writing, hand delivered, delivered by prepaid commercial courier service with tracking capabilities, faxed, or delivered by the U.S. mail to the address listed on the signature page. The Parties may change the address of record by notifying the other Party of the new address. Notice shall be complete upon the earlier of actual receipt or five (5) days after being deposited into the U.S. mail. Notices and other communications in writing need not be mailed either by registered or certified mail, although a signed return receipt received through the U.S. Post Office shall be conclusive proof as between the Parties of delivery of any notice or communication and of the date of such delivery. L. Paragraph Headings The paragraph headings used in this Agreement have been inserted for convenience of reference only and do not in any way modify or restrict the meaning of any of the tenns or provisions of this Agreement. M. Regulatory Requirements Those portions of the Federal Acquisition Regulations (the "FAR," 48 c.F.R. Ch. 1.) and the Department of Defense Supplement to the FAR (the "DFARS," 48 C.F.R. Ch. 2.) mentioned in Section I of the RFP are incorporated into this Agreement with the same force and effect as if they were given in full text, and for such purposes, Provider shall be deemed the "Contractor" or "Offeror." Upon request, their full text will be made available. N. Relationship of the Parties 0204.v1KS 200KSOO365 111111111111111111111111111111111111111111111 025710N The relationship of the Parties is not and shall not be construed or interpreted to be a partnership, joint venture or agency. The relationship between the Parties is an independent contractor relationship. O. Release PROVIDER ACKNOWLEDGES THAT A NUMBER OF FUNCTIONS UNDER THIS AGREEMENT WILL BE PERFORMED BY TRIWEST AS SET FORTH IN THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CLAIMS PAYMENT AND UTILIZATION REVIEW. PROVIDER AGREES TO THIS DELEGATION OF FUNCTIONS TO TRIWEST AND FURTHER AGREES THAT SHAREHOLDER SHALL NOT BE LIABLE FOR PAYMENTS UNDER THIS AGREEMENT OR FOR NEGLIGENT OR JNTENTIONAL WRONGDOING OR BREACH OF THIS AGREEMENT BY TRIWEST. TR][WEST SHALL BE SOLELY LIABLE FOR ITS ACTIONS AND INACTIONS AND FOR ALL PAYMENTS DUE TO PROVIDER UNDER THIS AGREEMENT. P. Third-Party Beneficiary TriWest shall be a third-party beneficiary of this Agreement and shall be entitled to enforce Provider's obligations under this Agreement, and Provider shall be entitled to enforce TriWest's obligations under this Agreement. Q. Trade Name Ownership The Parties acknowledge that SHAREHOLDER has the sole right to use, in Kansas, the "Blue Cross" and "Blue Shield" trade names and service marks. R. Waiver There shall be no waiver of any tenn, provision or condition of this Agreement unless in writing and signed by both Parties. S. Severability If any provision of this Agreement is deemed illegal, unenforceable or in conflict with any law of a federal, state or local government having jurisdiction over this AgTeement, the validity of the remaining sections shall not be affected. In addition, the illegal, unenforceable or invalid provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the parties concerning the illegal, unenforceable or invalid provision. I T. Survivability The obligations of Sections III. A., III. B., III. C., III. H., VI. J. and VI. O. shall survive the tennination of this Agreement. Signatures appear on next page cœnm \Ah1«£ ~ 1111111111111111111111111111111111 OW1>17JtJSlN Intending to be legally bound, the Parties have executed this Agreement as of its Effective Date. SHAREHOLDER Blue Cross Blue Shield, a Kansas corporation Provider By: Signature C~'I ~ <;h L~~ ( Name ~~I Andrew Corbin Vice President, External Sales and Affairs Provider E v1A (f't<: Jo-'-'( Specialty l:'JJt <. ~ fC4 ( 5" <.ruv¡ Date: 4RG 0 I J ¿ 7-Ó Tax ill 1133 SW Topeka Blvd Topeka, Kansas 66629-0001 Date: ar '2--e>ô ~( Whose main address is: Whose main address is: Fax # (785) 291-7990 Accepted by TriWest: F~. [)ð~' ~Jt 5 ~ (~r-=< i Ie <; & "7 '7., ( Fax # ì g ç- ~ ") tfi- )--- 7 ? ¡j' TriWest Healthcare Alliance Corp. Signature Lisa D. Stevens Vice President, Provider Services Whose main address is: P.O. Box 42049 Phoenix, AZ 85053 Fax # {602) 564-2456 0204.v1 KS 200KSOO365 111111111111111111111111111111111111111111111 0257135 Exhibit 1 Ancillary Reimbursement Rates PROVIDER NAME: C(\t f ~ TIN: 4- O¿'D I ì 2-- kf; s~ ( ("'<- P~5 Provider agrees to accept the lesser of a ten percent (10%) discount off the TRICARE/CHAMPUS Maximum Allowable Charge (CMAC) or a twenty percent (20%) discount off Provider's billed charge as the Reimbursement Rate. Provider acknowledges that, as set forth in Section III Paragraph A. of the Agreement, this is the exclusive reimbursement he/she will receive for the provision of Covered Services except for applicable Copayments. In no event will Provider be paid more than what is pennissible under federal law or TRIC\RE policy. p~ (Provider initial) (SHAREHOLDER initial) 0204.v1 KS 200KSOO365 111111111111111111111111111111111111111111111 025714N Exhibit 2 Additional Re!Jponsibilities There are no additional responsibilities at this time. 0204.v1 KS 200KSOO365 111111111111111111111111111111111111111111111 025715N A. Provider agrees to accept requests from the Department of Veterans Affairs to provide care to veterans. Yes r:;( L (initial) B. Provider agrees to accept assignment for Civilian Health and Medical Program of the Department of Veterans Affairs (CHAMPV A) claims. Yes d L (initial) Exhibit 3 Participation in Department of Veterans Affairs and Civilian Health and Medical Program of the Veterans Affairs No 0 (initial) No 0 (initial) 200KSOO365 111111111111111111111111111111111111111111111 025716L 0204.v1 KS This page intentionally left blank for imaging purposes. Please do not discard.