Elliot Smith, MD, President

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1 Re: Butler Health System Provider-Hospital Organization, LLC Dear Provider: Butler Health System Provider-Hospital Organization, LLC ( BHSPHO ) has been created to allow the physicians, physician extenders, ancillary service providers and hospitals in Butler, Pennsylvania and surrounding areas to work together to provide clinically integrated care to patients. Butler Memorial Hospital s ( BMH ) network of employed physicians along with independent providers in the primary and secondary market of BMH ( Invitees ) are being offered participant status. I encourage you to apply to participate in BHSPHO. At this time, with respect to physicians, only individuals are eligible to become participants in BHSPHO (i.e., if multiple physicians within the same medical practice desire to participate, each such physician will need to apply separately). Participants in BHSPHO will participate in shared savings and similar arrangements established with payors. Participants will become clinically integrated with other BHSPHO providers, and participate in activities designed to enhance patient engagement, promote quality, help control health care costs and promote other benefits to patients that BHSPHO serves. Prior to achieving clinical integration, BHSPHO may engage in traditional messenger model arrangements with payors under which BHSPHO participants will have individual opportunities to opt in or out of the offered payor arrangements. Once clinical integration is achieved, payor contracting participation decisions will be made at the BHSPHO level, consistent with BHSPHO operating guidelines and applicable legal requirements. The attached Application Questionnaire must be completed and returned by each individual provider Invitee making application for BHSPHO participation status. By signing and submitting the Application Questionnaire, along with the submission of an application processing fee of $1,000.00, on or before June 30, 2015 (Initial Membership Drive Period), you also agree to provide additional information that may be required as part of the application process, and approve BHSPHO s access to other reasonably requested information regarding your practice or organization. The application processing fee will increase to $3, for current and future physician and other provider Invitees who do not make application by June 30, If your application is approved, a Participant Agreement and its attachments will be forwarded to you for execution and you will be required to acknowledge and agree to comply with other obligations and requirements that are applicable to BHSPHO participants. Executing this letter and submitting an Application Questionnaire does not obligate or entitle you to participate in BHSPHO. In addition, even if your application is accepted, you can decline participation in the future, or terminate your participation in accordance with the termination provisions contained in the Participant Agreement. If your application is declined for any reason, your application processing fee will be refunded. BHSPHO is pleased to work with you and other health care practitioner and provider Invitees to transform health care in our community. I hope that you will complete and return the attached Application Questionnaire to begin this important and exciting process. Please contact me if there are questions. Very truly yours, Elliot Smith, MD, President

2 APPLICATION QUESTIONNAIRE INSTRUCTIONS: Please complete this form to apply to participate in the BHSPHO. Return your completed Application Questionnaire to: Butler Health System Provider-Hospital Organization, LLC C/O Wendy Sauter Executive Assistant Administration Butler Memorial Hospital One Hospital Way Butler, PA _ Please also include the application processing fee of $1, (if application is submitted on or before June 30, 2015), made payable to Butler Health System Provider-Hospital Organization, LLC, along with your completed Application Questionnaire. If application is submitted after June 30, 2015, please include the application processing fee of $3, I. Demographics Name of Participant (Individual provider name, if a physician; Organization name, if submitting on behalf of a non-physician organization or facility): National Provider Identifier (NPI): Practice Name: Principal Office/Facility Address: Secondary Office/Facility Address(es): Social Security and/or Tax Identification # (TIN): Do you have or provide services under any TINs other than the one listed above? YES NO If yes, please list all other TINs: Medical Specialty(ies)/Ancillary Provider Type: Board Certification(s)/Accreditation(s): 2

3 Primary Service Area: To permit BHSPHO to complete its antitrust analysis, for each specialty/ancillary service category offered, please list the lowest number of zip codes surrounding your practice location from which you obtain at least 75% of your patients 1 : Physician Specialty Zip Code City / Town % of Total Patients II. Other Please complete A through D, below, for the individual/organization making application to BHSPHO for participant status: A. Have you agreed to participate in any other Medicare or commercial accountable care organizations (ACOs) and/or other physician-hospital organizations (PHOs)? If yes, list sponsor: 1 BHSPHO requires this information to complete its antitrust analysis regarding potential market penetration and may need to request follow up information, if necessary, to complete its analysis. Please contact us if you have questions regarding how to obtain this data, or regarding the purpose or use of this information. 3

4 B. Participation in CMS Pilots and Incentive Programs 1. Do you currently participate in any of the following Medicare programs? Pioneer Accountable Care Organization Model Demonstration Independence at Home Medical Practice Demonstration Medicare Health Care Quality Demonstration Programs Multipayer Advanced Primary Care Practice Demonstration with shared savings arrangement Care Management for High-Cost Beneficiaries Demonstration 2. Do you currently participate in the Physician Quality Reporting System (PQRS)? If yes, through which of the following do you report (circle one): a. to CMS on Medicare Part B claims b. to a qualified Physician Quality Reporting registry, or c. to CMS via a qualified electronic health record (EHR) product C. Health Information Technology 1. Do you currently use an Electronic Health Record (EHR)? If yes, which vendor do you use (including version)? If yes, have you applied for certification of meaningful use with CMS? If no, do you plan on implementing an EHR within the next three (3) years? 2. Do you currently e-prescribe? If yes, have you applied for the Electronic Prescribing (erx) Incentive Program with CMS? 4

5 3. Do you perform any electronic clinical data exchanges with other providers? 4. Do you participate in a Health Information Exchange? If yes, which one? D. Patient Management 1. Are you a NCQA recognized Patient Centered Medical Home (PCMH)? If yes, what level? 2. Do you maintain a Disease Registry? 3. Do you have a nurse dedicated to patient/care management? 4. Do you use a Hospitalist group? If yes, please provide us with the group name. 5. Do you have processes for identifying potential care gaps? 6. Are you engaging in other forms of patient/care management? If yes, please explain: 5

6 III. BHSPHO Involvement 1. Physician participation will be critical to the success of our PHO. If you are a physician, would you be interested in participating in a BHSPHO committee or sub-committee? 2. If you answered YES above, please indicate below the specific committee(s) for which you may have an interest in serving. Nomination Network IT (Information Technology) Care Delivery/Quality Control Finance Compliance IV. Verification By signing below, I represent and warrant that I have authority to submit this Application Questionnaire on behalf of the individual/organization making application to BHSPHO for participant status. To the best of my knowledge, the information provided in this Application Questionnaire is complete and accurate. I authorize BHSPHO to access information regarding my practice (listed by TIN) for purposes of evaluating this application to participate in BHSPHO. Further, I agree to provide additional information that BHSPHO might reasonably request in connection with its evaluation. I understand that completing this application neither obligates nor entitles me or my organization to participate in BHSPHO. I further understand and agree that if this application is accepted, I (or my organization, if applicable) will need to execute a Participant Agreement, and potentially other agreements, and to take certain other actions to participate in BHSPHO. Signature: Print Name and Title: Name of Provider Making Application for Participant Status (same name as listed under Section I of this application): Date: 6

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