PRACTICE - ACO PARTICIPATION AGREEMENT. (For ACO Participants Who Are Physician Practices) Definitions

Transcription

1 PRACTICE - ACO PARTICIPATION AGREEMENT (For ACO Participants Who Are Physician Practices) THIS PRACTICE - ACO PARTICIPATION AGREEMENT ( Agreement ) is made and entered to as of the date of execution ( Effective Date ) by and between North Central Arizona Accountable Care, LLC (the ACO ), and the physician group practice having the name and address next to its signature at the end of this Agreement ( Practice ). Definitions Agreement means this Agreement together with all attachments, exhibits, schedules, amendments, modifications and updates hereto. Covered Person means any Medicare fee-for-service beneficiary who is assigned by CMS to ACO under the MSSP. Covered Services means those health care services rendered to a Covered Person which are reimbursable under Medicare. Primary Care Practice means an ACO Participant of ACO that renders Primary Care Services (as such term is defined in the MSSP Regulations at 42 CFR ) to Covered Persons. Services means those health services and supplies normally and routinely offered by Practice or Practice Provider to his, her, or its patients. Shared Savings has the meaning given to such term at 42 CFR Preliminary Statements A. ACO desires to serve as an Accountable Care Organization ( ACO ) in the Medicare Shared Savings Program ( MSSP ) established by the Centers for Medicare and Medicaid Services ( CMS ) under Section 3022 of the Patient Protection and Affordable Care Act (the MSSP Act ) and the regulations promulgated by CMS thereunder, which are codified at 42 CFR Part 425 (the MSSP Regulations ). If ACO is selected and approved by CMS to serve as an ACO under the MSSP, it will enter into a participation agreement with CMS pursuant to and in accordance with the MSSP Regulations at 42 CFR (such agreement, as may be amended from time to time, the CMS MSSP Agreement ). B. ACO desires to develop a network of physician group practices to serve as its ACO Participants (as such term is defined in the MSSP Regulations at 42 CFR ). With a goal of improving the quality, cost-effectiveness and efficiency of their health care services, ACO will work with its ACO Participants to create and implement a clinical integration program which utilizes evidenced-based medicine and clinical practice protocols, coordinates patient care among health care providers, shares clinical data and establishes quality and efficiency benchmarks and patient satisfaction measures so as to improve health care performance and efficiency. #

2 C. Subject to and in accordance with the terms and conditions hereof, ACO and the Practice desire that the Practice serve as an ACO Participant of ACO under the CMS MSSP Agreement. By virtue of the Practice serving as an ACO Participant of ACO, physicians and other providers/ suppliers rendering services on behalf of the Practice (the Practice Providers ) are deemed under the MSSP Regulations to be ACO Providers/Suppliers (as such term is defined in the MSSP Regulations at 42 CFR ) of ACO. D. The terms herein define the respective obligations of ACO, the Practice, and the Practice Providers, and upon mutual agreement to these terms, Practice will become an ACO Participant of ACO and the Practice Providers will become ACO Providers/ Supplier of ACO. Standard Terms & Conditions NOW THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. INSURANCE; INDEMNIFICATION 1.1 Insurance. Practice and Practice Providers, at Practice s or Practice Provider s sole cost and expense, shall be covered by such policies of comprehensive general liability, professional liability and other insurance to insure Practice, Practice Providers, and their respective agents, servants, and employees, against any claim for damages arising by reason for personal injuries or death occasioned directly or indirectly in connection with the performance or non-performance of any Services by Practice, Practice Providers, or by their respective agents, services, and employees acting within the scope of their duties. Each party shall maintain professional liability insurance that covers the party, at a minimum, in the amounts of one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) aggregate. Each party shall also maintain comprehensive general liability insurance, including blanket contractual liability, automobile, and completed operations insurance coverage, that covers the party, at a minimum, in the amounts of one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) aggregate. Evidence of such coverage shall be provided to ACO upon request. Practice shall use its best efforts to cause all insurance carriers covering Practice and Practice Providers with respect to any insurance coverage required herein to issue a certificate of coverage to ACO requiring at least thirty (30) days advance notice from the carrier to ACO prior to cancellation of any such coverage. 1.2 Practice and Practice Providers Indemnification. Each of Practice and Practice Providers shall indemnify and hold harmless ACO, and any parent or subsidiary corporations thereof, and their respective officers, directors, employees and agents, from and against any and all liability, loss, damage, claims, and all costs or expenses related thereto, including reasonable attorneys fees, that may arise out of and/or be incurred in connection with: (i) any negligence or misconduct caused or alleged to have been caused by Practice, Practice Providers, or their respective employees, agents, or representatives, in connection with the provision of services under this Agreement or in connection with the use or maintenance of any property, facility, or equipment by, or under the direction or control of, Practice or Practice Providers; (ii) the breach of any representation or warranty made by Practice or Practice Physician hereunder; (iii) any act or failure to act by Practice, Practice Providers, or their respective employees, agents and representatives outside the scope of, in violation of, or in breach of, this Agreement, the CMS 2

3 MSSP Agreement, or the MSSP Regulations; or (iv) any act or failure to act by Practice or Practice Providers that results in a significant change within the meaning of 42 CFR ; (v) any act or failure to act by Practice, Practice Providers, or their respective employees, agents and representatives that subjects ACO to sanctions or other adverse actions by CMS under the CMS MSSP Agreement. 2. REPRESENTATIONS, WARRANTIES, AND COVENANTS Practice represents, warrants, and covenants to ACO that: 2.1 Licensure. Each Practice Provider is currently licensed to practice his/her profession in the State of Arizona; is qualified to practice in the specialty in which he/she is providing Services through ACO, will maintain all licenses and certifications required under state and federal law necessary to render such services, and will comply with generally accepted principles and ethical standards attributable to delivery of health care and the policies and procedures of ACO. 2.2 Accuracy of Application Information. All of the information provided in the application submitted by Practice to ACO for Practice to serve as an ACO Participant in connection herewith is true and complete. Practice understands and agrees that all of ACO s obligations under this Agreement are entered into in reliance upon the truth of the information and representations contained in Practice s application. 2.3 Exclusivity of Primary Care Practices. If Practice is a Primary Care Practice, does not, on the date hereof, and shall not, at any time during the term of the CMS MSSP Agreement, serve as an ACO Participant for any entity other than ACO that participates as an ACO in the MSSP. In addition, if Practice provides specialty services and Covered Persons are attributed to the ACO due to such Practice s Covered Services, then such Practice shall not, during the term of the CMS MSSP Agreement, serve as an ACO Participant for any entity other than ACO unless it obtains permission from CMS. 2.4 No Participation in Other Shared Savings Program Under Medicare. Practice does not, on the date hereof, and shall not, at any time during the term of the CMS MSSP Agreement, participate in the independence at home medical practice pilot program under section 1866E of the Social Security Act, a model tested or expanded under section 1115A of the Social Security Act that involves shared savings, or any other Medicare initiative that involves shared savings. 2.5 Medicare and Medicaid Programs. Each of Practice and Practice Providers is qualified and eligible for participation in the Medicare and Medicaid programs and is party to provider agreements for such programs which are in full force and effect with no events of default having occurred thereunder. 2.6 Fraud and Abuse. Practice and Practice Providers have not engaged, and shall not engage, at any time in any activities which are prohibited under the Medicare/Medicaid Anti- Kickback Statute, as codified in 42 U.S.C. 1320a-7b and the regulations set forth in 42 CFR Part 1001 entitled Program Integrity-Medicare and State Programs; the Federal Comprehensive Ownership and Referral Act (the Stark Law ), as codified in 42 U.S.C. 1395nn and the regulations promulgated thereunder. 3

4 2.7 Excluded Provider Warranty. Practice and Practice Providers are not now excluded from participation in any federally funded health care program, including Medicare and Medicaid. Practice and Practice Providers hereby agree to immediately notify ACO of any exclusion from any federally funded health care program, including Medicare and Medicaid. Practice further represents and warrants that none of its employees are now excluded from participation in any federally funded health care program, including Medicare and Medicaid, and that if an employee of one party becomes so excluded, such employee shall be terminated. 2.8 Updates of Material Changes. Practice or Practice Provider shall make best efforts to notify ACO in writing within five (5) days in the event of any of the following: any action is taken to restrict Practice Provider s licensure to provide Covered Services or Medicare or Medicaid participation status; any restriction, suspension or revocation of Practice Provider s medical staff membership or clinical privileges at any health care facility, or any other disciplinary action taken against Practice Provider by any peer review body or any regulatory, licensing or accreditation agency or body; the initiation of any action or any settlement, trial verdict, or other final disposition of any suit brought or claim made against Practice or Practice Provider for malpractice; or the initiation of any action or any action or any settlement, trial, verdict, or other final disposition of any suit brought or claim made against Practice or Practice Provider by a patient or any guardian or legal representation of a patient; the bankruptcy of Practice; the indictment, arrest or conviction of Practice or Practice Provider for a felony, or for any criminal charge related to the rendering of medical services; or the cancellation of any insurance required pursuant to Section 1 hereof or any material change in such insurance coverage including, without limitation, any change in insurance carrier, policy number, term, policy limits, deductibles, exclusions from coverage, or the scope or extent of coverage provided. 3. TERM AND TERMINATION 3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until the date of termination of the CMS MSSP Agreement. 3.2 Termination for Cause. ACO may terminate this Agreement, effective immediately or at such later date specified in the written notice sent pursuant to this Section 3.2, by written notice to Practice, upon material default by Practice or Practice Provider of any term hereof, including but not limited to a failure to abide by ACO s policies and procedures. 3.3 Termination Without Cause. Either party may terminate this Agreement at any time, with or without cause, upon 60 days prior written notice to the other party. In such event Practice or Practice Provider agree to cooperate with ACO quality measure reporting obligations until CMS removes Practice from ACO. 4

5 3.4 Termination of Contract by Request of CMS. Both parties agree that if CMS requires termination of this Agreement, this Agreement will terminate immediately without notice to Practice or Practice Provider. 3.5 Termination for Unsatisfactory Performance on Quality Measures. ACO may terminate this Agreement upon written notice to Practice if Practice has not performed satisfactorily in any respect on the quality performance measures that shall be established by ACO from time to time. 3.6 Award Contingency. This Agreement is contingent upon ACO being selected and approved by CMS as an ACO in the MSSP. 4. AUDITS; RECORD RETENTION 4.1 Governmental Audits. Practice and Practice Providers hereby agree that ACO, CMS, the U.S. Department of Health and Human Services ( DHSS ), the Comptroller General, the Federal Government or their designees have the right to audit, inspect, investigate, and evaluate any books, contracts, records, documents and other evidence of Practice and Practice Providers. 4.2 Record Retention. Practice and Practice Providers hereby agree to maintain and give ACO, CMS, DHHS, the Comptroller General, the Federal Government or their designees access to all books, contracts, records, documents, and other evidence (including data related to Medicare utilization and costs, quality performance measures, shared savings distributions, and other financial arrangements related to ACO activities) sufficient to enable the audit, evaluation, investigation, and inspection of ACO s compliance with program requirements, quality of services performed, right to any shared savings payment, or obligation to repay losses, ability to bear the risk of potential losses, and ability to repay any losses to CMS. Practice and Practice Providers further agree to maintain such books, contracts, records, documents, and other evidence for a period of 10 years from the final date of the agreement period or from the date of completion of any audit, evaluation, or inspection, whichever is later, (i) CMS determines there is a special need to retain a particular record or group of records for a longer period and notifies ACO at least 30 days before the normal disposition date; or (ii) there has been a termination, dispute, or allegation of fraud or similar fault against ACO, its ACO participants, its ACO providers/ suppliers, or other individuals or entities performing functions or services related to ACO activities, in which case ACOs must retain records for an additional 6 years from the date of any resulting final resolution of the termination, dispute, or allegation of fraud or similar fault. 4.3 Medical Records. Practice and Practice Providers agree to maintain adequate medical records for care provided to Covered Persons and assure that all such medical records shall be available upon the request of ACO or its designee, and other appropriate governmental authorities, in order to make determinations regarding quality, peer or grievance reviews, and in connection with UR/QA activities. Practice, Practice Providers, and ACO shall maintain all information contained in the medical records of Covered Persons under the strictest confidence and shall refrain from disclosing such information, except as set forth above with the consent of the Covered Person, pursuant to a valid court order by a court of competent jurisdiction or as otherwise provided by law. Subject to the foregoing, Practice shall provide ACO with access to the medical records of Covered Persons and shall allow ACO to copy such medical records upon request. If any consent of the Covered Person is required to release a copy of the Covered 5

6 Person s medical records to ACO, Practice and Practice Providers shall use their best efforts to obtain such consent. In handling Covered Persons medical records, ACO agrees to comply with all applicable state and federal laws and with any requirements or limitations described in the written consent or release. Practice shall retain medical records in accordance with the record retention policies established by ACO from time to time. 5. CONFIDENTIALITY Practice and Practice Providers acknowledge that Practice and/or Practice Providers dealings with ACO will give Practice and Practice Providers access to confidential and proprietary information concerning ACO including, without limitation, all information concerning the business and affairs of ACO, which includes financial statements, financial projections, budgets, historical and projected revenues, capital spending budgets and plans, and other financial information, business plans, term sheets, contracts, case management methods and protocols, quality improvement and risk management processes, other policies, protocols, and manuals, technology, data, strategic plans, sales and marketing plans, pricing information, customer information, financial information, and proposed business arrangements, and all other information that has been or may hereafter be disclosed to the Practice and/or Practice Providers, which ACO designates as confidential, whether oral or written, and regardless of the manner or form in which it is furnished, and including all notes, analyses, compilations, studies, summaries or other documents containing or based, in whole or in part, upon any information included in the foregoing (the Confidential Information ). Without limiting Practice and Practice Providers obligations herein, Practice and Practice Providers agree to keep secret and retain in strict confidence, and shall not disclose, share or use for the benefit of itself, himself, herself, or others, any Confidential Information of ACO. ACO shall have the right to enforce and seek any remedy available under law or equity to have this confidentiality provision specifically enforced by any court of competent jurisdiction, without the necessity of proof of actual damage or posting of a bond, it being agreed that any breach or threatened breach of this Section -would cause irreparable injury to ACO and that money damages would not provide an adequate remedy to ACO. 6. MISCELLANEOUS 6.1 Nature of ACO. ACO is not an insurer, an indemnifier of health care benefits, or a health care benefits provider. ACO s role is to serve as an accountable care organization in the MSSP, as well as provide administrative and managerial services in connection therewith. 6.2 Independent Contractor. In the performance of all work, duties and obligations under this Agreement, Practice, Practice Providers, and ACO are at all times acting and performing as independent contractors. No relationship of employer and employee, or partners or joint ventures, or principal or agent, is created by this Agreement. Practice and Practice Providers shall have no authority to bind ACO in any contract or other obligation. Except as otherwise provided in this Agreement, each party shall be solely liable for its own debts, obligations, acts and omissions under this Agreement. 6.3 Additional Assurances. The provisions of this Agreement shall be self-operative and shall require no further agreement by the parties except as may be specifically provided in this Agreement. However, at the request of either party, the other party shall execute such 6

7 additional instruments and take such additional acts as may be reasonably requested in order to effectuate this Agreement. 6.4 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona and with applicable federal laws and regulations. Any dispute arising out of or relating to this Agreement may be brought in the courts of the State of Arizona located within the County of Yavapai and each of the parties irrevocably submits to the exclusive jurisdiction of each such court, waives any objection it may now or hereafter have to venue or to convenience of forum, and agrees that all claims in respect thereof shall be heard and determined only in any such court and agrees not to bring any action, proceeding, or other suit arising out of or relating to this Agreement in any other court. 6.5 Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns. Neither party may assign this Agreement without prior written consent of the other party, and may subcontract or delegate its rights, duties or obligations under this Agreement, in whole or in part, without the prior written consent of the other party. Any assignment or delegation in violation of this section shall be void. 6.6 Waiver. The waiver by either party of any breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision. 6.7 Force Majeure. Neither party shall be liable for or deemed to be in default for any delay or failure to perform any act under this Agreement (other than the payment of money) resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquake, flood, failure of transportation, strikes or other work stoppages by either party s employees, or any other cause beyond the reasonable control of such party. 6.8 Notice. Any notice, demand or communication required, permitted or desired to be given hereunder shall be deemed given when delivered either personally, by overnight mail, by prepaid certified mail, return receipt requested, or by electronic mail (if provided below), addressed as follows: Addressed to Practice using Name, Address, and E- mail designated on Registration Form. if to ACO: Attn: ACO Executive Director North Central Arizona Accountable Care, LLC 1003 Willow Creek Rd. Prescott, AZ or to such other address or person as either party may designate in writing. In the case of mailing, notice shall be deemed given three (3) days after mailing. 6.9 Severability. In the event that any portion of this Agreement is found to be void, illegal or unenforceable, the validity or unenforceability of any other portion shall not be affected. 7

8 6.10 Directory. ACO may include in its directories Practice and Practice Providers name and other pertinent information regarding their credentials, hours and conditions of access, and Covered Services provided by Practice and Practice Providers. ACO does not guarantee in any respect that Practice will be used by any Covered Person or that Practice will receive any minimum number of Covered Persons as patients Third Party Rights. This Agreement is entered into by and between the parties hereto and for their benefit. There is no intent by either party to create or establish a third party beneficiary status or rights in a Covered Person, CMS, subcontractor, or other third party to this Agreement, except as such rights are expressly created and as set forth in this Agreement, and no such third party shall have any right to enforce or any right to enjoy any benefit created or established under this Agreement Entire Agreement; Amendment. This Agreement is the only Agreement between the parties and this Agreement supersedes any prior agreements, promises, negotiations or representations, either oral or written, relating to the subject matter of this Agreement between the parties. This Agreement may be amended in writing by ACO upon thirty (30) days written notice. In the event CMS requires revisions hereto, the parties expressly incorporate these revisions Other Contracts. Practice shall have no authority to enter into any contracts binding upon ACO, or to create any obligation on the part of ACO Confidential Information. Practice, at all times during this Agreement and subsequent to its termination shall not disclose, except to ACO or on request of any government or quasi-governmental agency having jurisdiction thereof, any professional secrets, data, materials, schedules, advertisements or programs and the like and any information with respect to ACO, the practice or any contractual commitments of ACO, or the names and addresses of the other ACO Participants, ACO Providers/ Suppliers, or their patients. Nothing in this Agreement shall be deemed to modify the physician-patient privilege as created by statute or common law Federal Health Insurance Portability & Account Ability Act (HIPAA). ACO, Practice, and Practice Providers agree to perform their obligations under this Agreement in accordance with all applicable federal and state laws, rules, regulations and agency guidelines, including without limitation, the Health Insurance Portability and Accountability Act of 1996 and its related regulations ( HIPAA ), as modified or amended from time to time. The parties agree to the terms and conditions set forth in the Business Associate Addendum attached hereto and incorporated herein as Appendix A. In order to assure that the Agreement remains consistent with HIPAA, the parties agree that Appendix A may need to be amended from time to time, and they further agree to accept, upon written notice, reasonable revisions required to maintain the Agreement s compliance with HIPAA. 8

9 APPENDIX A HIPAA BUSINESS ASSOCIATE ADDENDUM WHEREAS, the undersigned professional entity ( Covered Entity ) and ACO ( Business Associate ) are parties to the annexed Participating Provider Agreement pursuant to which Business Associate provides certain services to Covered Entity. In connection with Business Associate s services, Business Associate creates or receives Protected Health Information from or on behalf of Covered Entity, which information is subject to protection under the Federal Health Insurance Portability and Accountability Act of 1996, Pub. L. No ( HIPAA ) and related regulations promulgated by the Secretary ( HIPAA Regulations ). WHEREAS, in light of the foregoing and the requirements of the HIPAA Regulations, Business Associate and Covered Entity agree to be bound by the following terms and conditions: 1. Definitions. General. Terms used, but not otherwise defined, in this Addendum shall have the same meaning as those terms that are defined in the HIPAA Privacy and Security Rule or has been amended by the American Recovery and Reinvestment Act of 2009 ( ARRA ) shall have the meaning ascribed to such terms in the HIPAA Privacy and Security Rule and/or ARRA. a. Specific. (i) (ii) (iii) (iv) (v) (vi) Electronic Protected Health Information. Electronic Protected Health Information shall have the same meaning as the term electronic protected health information in 45 CFR , limited to the information that Business Associate creates, receives, maintains, or transmits from or on behalf of Covered Entity. Individual. Individual shall have the same meaning as the term individual in 45 CFR and shall include a person who qualifies as a personal representative in accordance with 45 CFR (g). Privacy Rule. Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164. Protected Health Information. Protected Health Information shall have the same meaning as the term protected health information in 45 CFR , limited to the information created or received by Business Associate from or on behalf of Covered Entity. Required By Law. Required by Law shall have the same meaning as the term required by law in 45 CFR Secretary. Secretary shall mean the Secretary of the Department of Health and Human Services or his designee. 9

10 (vii) Security Rule. Security Rule shall mean the Security Standards at 45 CFR part 160 and part 164. (viii) Services Agreement. Services Agreement shall mean any present or future agreement, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information. 2. Obligations and Activities of Business Associate. a. Use and Disclosure. Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required by the Participation Agreement or as Required By Law. b. Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by the Services Agreement. Without limiting the generality of the foregoing sentence, Business Associate will: (i) (ii) (iii) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information as required by the Security Rule; Ensure that any agent, including a subcontractor, to whom Business Associate provides Electronic Protected Health Information agrees to implement reasonable and appropriate safeguards to protect Electronic Protected Health Information; and Report to Covered Entity any security incident (as defined by the Security Rule) of which Business Associate becomes aware. c. Reporting. Business Associate agrees to report to Covered Entity any use or disclosure of the Protected Health Information not provided for by the Services Agreement of which it becomes aware. d. Agents. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Addendum to Business Associate with respect to such information. e. Access to Designated Record Sets. To the extent that Business Associate possesses or maintains Protected Health Information in a Designated Record Set, Business Associate agrees to provide access, at the request of Covered Entity, and in the time and manner reasonably requested by the Covered Entity, to Protected Health Information in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR

11 f. Amendments to Designated Record Sets. To the extent that Business Associate possesses or maintains Protected Health Information in a Designated Record Set, Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR at the request of Covered Entity or an Individual, and in the time and manner reasonably requested by the Covered Entity. g. Access to Books and Records. Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary, in a time and manner reasonably requested by the Covered Entity or designated by the Secretary, for purposes of the Secretary determining Covered Entity s compliance with the Privacy Rule. h. Accountings. Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR i. Requests for Accountings. Business Associate agrees to provide to Covered Entity or an Individual, in the time and manner reasonably requested by the Covered Entity, information collected in accordance with Section 2.h. of this Addendum, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR Permitted Uses and Disclosures by Business Associate. a. Participation Agreement. Except as otherwise limited in this Addendum, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Participation Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity. b. Use for Administration of Business Associate. Except as otherwise limited in this Addendum, Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. c. Disclosure for Administration of Business Associate. Except as otherwise limited in this Addendum, Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate, provided that disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies 11

12 the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. 4. Obligations of Covered Entity. a. Privacy Notice. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 45 CFR , to the extent that such limitation may affect Business Associate s use or disclosure of Protected Health Information. b. Changes of Permission of Individual. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate s use or disclosure of Protected Health Information. c. Restrictions on Use or Disclosure. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR , to the extent that such restriction may affect Business Associate s use or disclosure of Protected Health Information. 5. Permissible Requests by Covered Entity. Except as set forth in Section 3 of this Addendum, Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. 6. Term and Termination. a. Term. This Addendum shall be effective as of the date of the Services Agreement, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in this Section. b. Termination for Cause. Upon Covered Entity s knowledge of a material breach of this Addendum by Business Associate, Covered Entity shall either: (i) (ii) Provide an opportunity for Business Associate to cure the breach or end the violation. If Business Associate does not cure the breach or end the violation within the time specified by Covered Entity, Covered Entity shall terminate: (A) this Addendum; and (B) all of the provisions of the Participation Agreement that involve the use or disclosure of Protected Health Information; Immediately terminate: (A) this Addendum; and (B) all of the provisions of the Participation Agreement that involve the use or disclosure of Protected Health Information if either party has breached a material term of this Addendum and cure is not possible; or 12

13 (iii) If neither termination nor cure are feasible, Covered Entity shall report the violation to the Secretary. c. Effect of Termination. (i) (ii) Except as provided in paragraph (ii) of this Section 6.c., upon termination of this Addendum, for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Addendum to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. 7. Electronic Transaction Standards. a. Compliance with HIPAA Standards. When providing its services and/or products, Business Associate shall comply with all applicable HIPAA standards and requirements (including, without limitation, those specified in 45 CFR Part 162) with respect to the transmission of health information in electronic form in connection with any transaction for which the Secretary has adopted a standard under HIPAA. b. Agents and Subcontractors. Business Associate shall require all of its agents and subcontractors (if any) who assist Business Associate in providing its services and/or products to comply with all applicable requirements of HIPAA, including without limitation, compliance with 45 CFR Part Miscellaneous. a. Regulatory References. A reference in this Addendum to a section in HIPAA or HIPAA Regulations means the section as in effect or as amended. b. Amendment. The Parties agree to take such action as is necessary to amend the Participation Agreement from time to time as is necessary for Covered Entity to comply with the requirements of HIPAA and HIPAA Regulations. c. Survival. The respective rights and obligations of Business Associate under Section 6.c. of this Addendum shall survive the termination of the Participation Agreement. 13

14 d. Interpretation. Any ambiguity in this Addendum shall be resolved to permit Covered Entity to comply with HIPAA and HIPAA Regulations. e. Miscellaneous. The terms of this Addendum are hereby incorporated into the Services Agreement. Except as otherwise set forth in Section 8.d. of this Addendum, in the event of a conflict between the terms of this Addendum and the terms of the Services Agreement, the terms of this Addendum shall prevail. The terms of the Agreement which are not modified by this Addendum shall remain in full force and effect in accordance with the terms thereof. The Services Agreement together with this Addendum constitutes the entire agreement between the parties with respect to the subject matter contained herein. This Addendum may be executed in counterparts, each of which when taken together shall constitute one original. 14

15 PRACTICE AND PRACTICE PROVIDERS REPRESENTATIONS & OBLIGATIONS 1. PRACTICE AND PRACTICE PROVIDERS 1.1 Practice Authority. Practice represents that it has the authority to bind Practice Providers to the terms of this Agreement. Practice further agrees that it will require all Practice Providers to participate fully in ACO under the terms set forth in this Agreement. Notwithstanding any arrangements among the Practice and its Practice Providers, the Practice has ultimate responsibility for its Practice Providers adhering to and otherwise fully complying with all terms and conditions hereof applicable to Practice Providers. 1.2 Practice Provider Information. Concurrently with the execution of this Agreement, Practice shall provide ACO with a list of current Practice Providers, including their National Provider Identifier (NPI) Numbers. In addition, Practice shall notify ACO at least thirty (30) days in advance of any Practice Provider joining or leaving Practice during the term hereof. 1.3 Individual Provider ACO Participation Agreement. Practice further agrees that it shall require each Practice Provider to submit to ACO an Individual Provider - ACO Participation Agreement confirming that Practice Provider has been apprised of and is aware of his or her obligations hereunder. 2. PRACTICE AND PRACTICE PROVIDER PARTICIPATION IN ACO 2.1 Authority of ACO. Practice and Practice Providers grant ACO the authority to act on behalf of Practice and Practice Providers to enter into a CMS MSSP Agreement containing terms, conditions and provisions consistent with the parameters set forth in this Article 2. Practice shall have the opportunity to review the CMS MSSP Agreement on request. 2.2 Participation in CMS MSSP Agreement Practice hereby agrees to participate in the CMS MSSP Agreement as an ACO Participant of ACO. Practice hereby agrees to be bound by the terms and conditions of the CMS MSSP Agreement, as applicable to Practice in its capacity as an ACO Participant, as if set forth herein in full Each Practice Provider hereby agrees to participate in the CMS MSSP Agreement as an ACO Provider/ Supplier of ACO. Practice Providers hereby agree to be bound by the terms and conditions of the CMS MSSP Agreement, as applicable to Practice Providers in their capacity as ACO Providers/ Suppliers of ACO, as if set forth herein in full. 3. PRACTICE AND PRACTICE PROVIDER OBLIGATIONS 3.1 Committee Participation. Practice shall require that its Practice Providers shall serve on at least one clinical committee of ACO if requested by ACO and consistent with the policies and procedures of ACO. 3.2 Compliance with Policies, Procedures, and Protocols. Practice and Practice Providers shall comply with and abide by all policies, procedures, and protocols adopted by ACO from time to time that are applicable to them and of which ACO informs Practice, 15

16 including without limitation, with respect to the following matters: (i) record retention; (ii) marketing materials and activities; (iii) compliance with the CMS MSSP Agreement, the MSSP Regulations, and other applicable laws, regulations, and rules, including without limitation, antitrust laws; (iv) quality assurance and improvement; (v) use of electronic health records; (vi) clinical management and oversight; (vii) evidence-based medicine; (viii) patient communication and patient engagement; (ix) reporting on quality and cost metrics; and (x) coordination of care. Without limiting the foregoing: Clinical Integration. Practice and Practice Providers hereby acknowledge that ACO will have a clinical integration/oversight committee that will adopt certain policies and procedures in connection with the clinical integration of the ACO Participants of ACO. Practice shall, and shall cause Practice Providers to, follow and comply with all policies, procedures and protocols adopted by the clinical integration/oversight committee including, without limitation, abiding by clinical standards and/or practice parameters delineating specific protocols for treatment of specific medical conditions and using the clinical integration technology solution in their office and training their office staff, subject to all applicable laws, rules and regulations. In connection therewith, Practice shall, and shall cause Practice Providers to, commit to a high degree of cooperation, collaboration and mutual interdependence with other ACO Participants of ACO. Practice further agrees to have the performance of its Practice Providers measured against agreed upon performance measures and to implement corrective action if their performance measures are not met. Practice understands and agrees that failure to meet performance standards can result in discipline or expulsion from ACO on an individual or group basis Data Reporting. Practice and Practice Providers shall cooperate with ACO on collecting data and information, including data on quality performance measures designated by CMS under 42 CFR , in a form and manner specified by policies and procedures established by ACO from time to time. Without limiting the foregoing, Practice and Practice Providers shall cooperate with ACO on gathering such claims data as is necessary to populate its health information exchange such that ACO can uniformly collect and disseminate health information specifically relevant to its ACO Participants, its ACO Providers/ Suppliers, and the community of patients that they serve, ensure the accurate and timely sharing of information necessary to support clinical integration, and create disease registries that will be tied to evidence based protocols. Practice shall comply with any and all performance standards established by ACO, the failure of which may lead to sanctions up to and including expulsion from ACO Quality Performance Measures. Practice shall comply with any and all performance standards established by ACO from time to time, the failure of which may lead to sanctions up to and including expulsion from ACO Utilization Review and Quality Assessment. Practice shall cooperate and comply with the utilization review and quality assessment (UR/QA) programs, policies and procedures established by ACO related to the provision of Covered Services to Covered Persons and any requirements for UR/QA programs set forth in federal or state law. Practice shall comply with and fully abide by ACO s UR/QA policies by responding within five (5) business days to requests for information regarding Covered Persons treatments and admissions. 16

17 3.3 Audit Program. Practice shall, and shall cause Practice Providers to: (i) Complete and submit to ACO the ACO Provider Questionnaire & Registration Form (attached hereto); (ii) Complete the ACO Audit Program s Web-Based Shared Savings Quality Measures documentation and reporting training on or before January 1, 2015; (iii) Cooperate in the ACO Chart Audit Program. 3.4 Training and Education. Practice shall, and shall cause Practice Providers to, participate in all appropriate training and education provided by ACO with respect to policies, procedures and protocols adopted by ACO and/or its committees. 3.5 Information Technology Criteria. Practice shall adhere to the following: (i) E- prescribing by 2014; (ii) implementation of certified EMR by January 1, 2015 using best efforts to interface with CERNER; (iii) provision of ACO care coordinators access to EMR; and (iv) sharing of electronic clinical data with the ACO and its providers 3.6 Care Coordination Criteria. If applicable, Practice shall participate in the following: (i) participate in approved PHO programs; (ii) allow ACO care coordinators to work with patients in the Practice; and (iii) populate and use disease registry to manage chronic disease patients and Covered Persons. 3.7 Remedial Processes. The remedial processes and penalties for ACO Practice Participants that fail to comply will be (1) monthly reports of recommendations on metrics to improve; (2) onsite interaction with the Medical Director; (3) written notices to the participants; (4) enrollment in the ACO s Provider Partners Program, which provides education and remediation to network providers with identified knowledge or skill deficiencies and (5) the Shared Savings Distribution Model penalizes those that do not successfully participate in quality measures, care coordination processes and other programs. If an ACO Practice Participant continues to be non-compliant with our programs, he/she will be terminated from the ACO under the advisement of the ACO Governing Board. 3.8 Incentive to Adhere: The opportunity to participate in shared savings or other financial arrangements encourages ACO Practice Provider to adhere to the quality assurance and improvement program and evidence-based clinical guidelines. 3.9 Release. Practice and Practice Providers hereby release from liability ACO, any other entity rendering services, directly or indirectly, on behalf of ACO, and each of their affiliates, boards, committees, officers, employees or agents, and agrees to waive all legal claims which Practice or Practice Providers may now or hereafter have against such individuals or entities related to any and all actions taken in good faith in connection with this Agreement, evaluating patient care, Practice Provider s professional qualifications or the merits of a complaint about Practice or Practice Providers. 4. Shared Savings. Practice and Practice Providers acknowledge and agree ACO s opportunity to share in savings and financial arrangements requires adherence to quality 17

18 assurance and the four required processes set forth in CMS MSSP Application, including any and all supplemental documentation, as approved and amended from time to time. 5. ACO Governing Body Obligations. ACO and the ACO Governing Body agree: (i) To form, implement and manage a CMS MSSP ACO. (ii) To hold ACO meetings on a regular basis of the ACO Governing Body via electronic or other means. (iii) To review the audit reports to verify individual Practice and Practice Provider progress. (iv) To be committed to the success of the ACO and the achievement of the meaningful objectives. (v) To comply with the CMS MSSP program requirements and CMS MSSP Application. (vi) ACO s opportunity to share in CMS MSSP savings and financial arrangements requires adherence to quality assurance and the four required processes set forth in the CMS MSSP Application, as approved and amended from time to time. 6. ACO Practice Provider Specific Obligations. Practice Provider agrees: (i) To be willing to become accountable for and to report to ACO on, the quality, cost and overall care of the Medicare FFS beneficiaries assigned to the ACO. (ii) ACO s opportunity to share in CMS MSSP savings and financial arrangements requires adherence to quality assurance and the four required processes set forth in the CMS MSSP Application, including the any and all supplemental documentation, as approved and amended from time to time. (iii) ACO Practice Provider will comply with the requirements and conditions of the Medicare Shared Savings Program (42 CFR Part 425), including, but not limited to, those specified in the participant agreement with CMS. (iv) ACO Practice Provider rights and obligations in and representation by the ACO are set forth in this Agreement and specifically in Section 5 above. (v) The opportunity to participate in shared savings or other financial arrangements encourages ACO Practice Provider to adhere to the quality assurance and improvement program and evidence-based clinical guidelines. 18

19 1. Shared Savings. (vi) Remedial measures will apply to ACO Practice Providers, as set forth in Section 3.7 above, in the event of non-compliance with the requirements of their agreements with the ACO. FINANCIAL TERMS & CONDITIONS 1.1 Shared Savings. ACO will distribute Shared Savings received by it, if any, to its ACO Participants in such manner, in such amounts, and at such times as determined by ACO and approved by the ACO Governing Board. Practice and Practice Providers acknowledge and agree that ACO s opportunity to achieve Shared Savings requires adherence to quality assurance and the required clinical processes set forth in the CMS MSSP Agreement. 1.2 Source of Payment. For avoidance of doubt, Practice and Practice Physicians hereby agree that they shall look solely to CMS for reimbursement for Services rendered to Covered Persons and shall not seek payment for Covered Services from ACO. 19

20 IN WITNESS WHEREOF, Practice has executed this ACO Participation Agreement on the date set forth below. Practice Name: Yavapai County Community Health Services Signature: Address: 1090 Commerce Drive Print Name: Rowle Simmons, Chairman Yavapai County Board of Supervisors Prescott, AZ City, State ZIP: Date: Practice Registration Form Practice Name Yavapai County Community Health Services TIN * Practice NPI# * Address, City, State, Zip 1090 Commerce Drive, Prescott, AZ Contact Name Stephen Tullos Stephen.tullos@yavapai.us Phone (928) Fax (928) What EMR are you currently using? NextGen Has your practice updated its NPI in the last 12 months? Has the practice updated its PECOS in the last 12 months? Mandatory fields are marked with an asterisk (*) Yes Yes IN WITNESS WHEREOF, ACO has executed this ACO Participation Agreement on the date set forth below. NORTH CENTRAL ARIZONA ACCOUNTABLE CARE, LLC (Affix Signature) (Type or Print Name) Date Signed 20