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Home My WebLink About20232086.tiffRESOLUTION RE: APPROVE PRIMARY CARE MEDICAL PROVIDER AGREEMENT AND AUTHORIZE CHAIR TO SIGN - CARELON BEHAVIORAL HEALTH WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Primary Care Medical Provider Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Health and Environment, and Carelon Behavioral Health, commencing upon full execution of signatures, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Primary Care Medical Provider Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Health and Environment, and Carelon Behavioral Health, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 24th day of July, A.D., 2023. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: d4,644) C ( 4;ok Weld County Clerk to the Board BY: f'flA• wQAl,0CX- Deputy Clerk to the Board AP".W DAS Co my At orney Date of signature: 131 12023 Mi reman, Chair erry L. B Pro-Tem James me cc Ht_ cif /16l �3 2023-2086 HL0056 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW TITLE: Carelon Behavior Health/Northeast Health Partners Primary Care Medical Provider Agreement DEPARTMENT: PUBLIC HEALTH & ENVIRONMENT DATE: June 20, 2023 PERSON REQUESTING: Jason Chessher, Executive Director n U"115Ci Brief description of the problem/issue: For the Board's review and approval for placement on the agenda is a Primary Care Medical Provider (PCMP) Agreement between Carelon Behavioral Health (Carelon) and the Weld County Department of Public Health and Environment (WCDPHE). The Health Department is requesting approval to enter into an Agreement to enroll as a Primary Care Medical Provider (PCMP) with Carelon and our Regional Accountable Entities (RAE), Northeast Health Partners, LLC. This is required to meet all requirements to serve Health First Colorado (aka Medicaid) members and be a Medical Home in the Accountable Care Collaborative 2.0 Program (ACC) as administered by the RAE on behalf of the Colorado Department of Healthcare Policy and Financing. As an enrolled PCMP, we will participate in the ACC Program to provide Medicaid members access to appointments, implementing operational and fiscal efficiency, coordination on medical management, population health initiatives, care coordination, referrals, and case management. WCDPHE will continue to bill for services rendered to Medicaid members in accordance with Health First Colorado rules and regulations. Northeast Health Partners, LLC shall pay the WCDPHE a $3.00 per -member -per -month (PMPM) for the Th Medicaid members that are attributed to the WCDPHE as their Medical Home. The estimated annual revenue from this Agreement is $150,000. The initial term for this Agreement is six (6) months from the date of execution. After the initial term, this Agreement shall automatically renew for terms of one (1) year at a time. --_ J What options exist for the Board? (include consequences, impacts, costs, etc. of options): Approving this Agreement will allow WCDPHE to receive financial reimbursement for the care and services provided to Members as a Primary Care Medical Provider (POMP) for Medicaid. This Agreement also allows Members to find a Medical Home that is local and can provide needed services. Declining this Agreement would decrease funding for the Health Department due to inability to receive the PCMP allocation and could cause hardships for Members who would have to find a new Medical Home, Recommendation: I recommend approval of this Primary Care Medical Provider Agreement with Carelon Behavioral Health. Perry L. Buck, Pro-Tem Mike Freeman, Chair Scott K. James Kevin Ross Lori Saine Approve Schedule Rec mmendation Work Session Other/Comments: io5c- d57-- 2023-2086 "1/ LOC lc, DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC PRIMARY CARE MEDICAL PROVIDER AGREEMENT This Primary Care Medical Provider Agreement ("Agreement") is made this (date) 7/24/2023 by and between Carelon Behavioral Health ("Carelon" or "the Company") and weld County ("PCMP") for the Colorado Accountable Care Collaborative 2.0 Program (the "ACC Program") as administered by Northeast Health Partners ("NHP") identified below contracted with Carelon to perform certain administrative services. NHP contracted with Carelon to perform certain administrative services. As the ASO, Carelon is delegated network contracting and oversight functions on behalf of NHP. RECITALS WHEREAS, NHP was awarded the contract for their respective Regions by the Colorado Department of Health Care Policy and Financing (the "Department") in its Accountable Care Collaborative ("ACC') Program under which integration of the principles of a member -centered Medical Home model is an integral component; WHEREAS, PCMP is certified by the Department as a provider in Health First Colorado and CHP+ Medical Homes for Children program, or is a physician, advanced practice nurse or physician assistant with a focus on primary care, general practice, internal medicine, pediatrics, geriatrics or obstetrics and gynecology, and who meets all of the Primary Care Medical Provider requirements established by the Department and set forth in Exhibit A to this Agreement; NOWTHEREFORE, in consideration of the covenants, promises, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Defined Terms. Capitalized terms in this Agreement have the meanings set forth where initially defined in the 'Whereas' clauses above, all of which are incorporated herein by reference, or as defined throughout the Agreement, or as otherwise set out below. a. "ACC Program" means the Department program designed to affordably optimize Member health, functioning, and self- sufficiency with the primary goals to improve Member health outcomes and control costs. b. "Care Coordination" mean the deliberate organization of member care activities between two or more participants (including the member and/or family members/caregivers) to facilitate the appropriate delivery of physical health, specialty care, and other services. Care Coordination ranges from deliberate provider interventions to coordinate with other aspects of the health system to interventions over an extended period by an individual designated to coordinate a Member's health and social needs. Care Coordination is responsive to the needs of special populations, including but not limited to: i. The physically or developmentally disabled ii. Children and Foster children iii. Adults and the aged iv. Non-English speakers v. All Health First Colorado Expansion populations defined in Colorado House Bill 09-1293, the Colorado Health Affordability Act vi. Members in need of assistance with medical transitions vii. Members with complex behavioral health or physical health needs c. "Care Plan" means a detailed description of the amount, scope and duration of services needed to meet and achieve goals; identified risk factors and barriers (including the Member's level of understanding of those factors) and potential adverse consequences. i. The Care Plan must contain at a minimum: (a) Member name (b) Self -identified gender (c) Cultural needs identified (with resources/resolution if related to problem -statement) (d) Member ID (e) Lead care coordinator identified (f) Be member and/or caregiver driven CO -RAE -PCMP 2023.05 Page 1 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC (g) Aligns with NHPs Population Management Strategic Plan (h) Protects member privacy (i) Problem Statement: primary reason for care coordination referral. For any of these that are identified as a barrier then there must be a documented resource/resolution. i. Primary language ii. Transportation iii. Food security iv. Housing security v. Barrier to prescriptions (j) The Member's identified shod -term goal(s)/outcomes (goals for the next 90 days) are specific, measurable, attainable, relevant, time -based (k) The Member's identified long-term goal(s)/outcomes (goals longer than 90 days) are specific, measurable, attainable, relevant, time -based (I) List any/all self -management tools given to the Member (m) All providers involved in the Member's ongoing care are identified (physical, behavioral, durable medical, pharmacy, PT, OT, etc.) (n) All persons involved in creation of the care plan/goals are identified (o) Resources to be utilized including appropriate level of care, planning for continuity of care, as well as transitions of care and transfer ii. The Care Plan is reviewed and revised on specific follow-up schedules based on the Member's care management program level. iii. The Care Plan is also updated whenever there is a change in condition, status or placement, or other changes that warrant an update to the Care Plan such as loss of employment, housing, etc. iv. All initial and subsequent care planning activities such as periodic adjustments to meet the Member's needs, assessment of progress toward overcoming barriers to care and meeting treatment goals are tracked on the written Care Plan. v. The Care Plan will ensure that the enrolled Member's needs are identified for the enrolled Member from the following sources: (a) Initial assessment and/or WMI (b) Any social, medical, physical, or mental health histories (c) Risk assessments or other assessment or evaluation used by the Care Coordinator prior to or at the time of Care Plan development (d) Identify if the Member falls under a Special Sub -Population (foster care, COUP, I/DD, PWD, complex newborn, experiencing homelessness, judicial system involvement), including resources/resolution correlated to care coordination needs (e) Chronic illnesses and condition management protocols for chronic illnesses/conditions, and crisis plan (f) Specific interventions or tasks that will facilitate the Member achieving their care plan and self -management goals d. "Care Plan Compliance" means Member Care Plan reflects that the Member has documented and measurable progress towards at least 80% of goals on a quarterly basis. e. "CMS" means the federal Centers for Medicare and Medicaid Services. f. "Complex Member List" means a roster of Members as defined by HCPF currently identified as being in a cost group of $25,000+ in a rolling twelve (12) month period and assigned to a Population Group per the State's algorithm. g. "Condition Management" means PCMP's choice of an evidence -based program(s) used to provide care management to complex Members as defined herein, i.e., complex newborns, COPD, hypertension, etc. h. "C.C.R" means the Colorado Code of Regulations. i. "CFR" means Code of Federal Regulations. CO -RAE -PCMP 2023.05 Page 2 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC j• "Engagement" mean that the Member consents to participate in an Extended Care Coordination program provided by Contractor. Engagement must be documented in the Member record, demonstrating participation in ECC (at least quarterly or more frequently per Member preference) through telephonic, face-to-face contacts and care plan interventions. This may be validated by record review and can include Member acknowledgement by signature of their Care Plan whenever the plan is adjusted. Termination of Member Engagement will occur under any of the following circumstances: i. Member loses Medicaid eligibility ii. Member is attributed to another RAE iii. Member fell off the Complex Member roster (90 -day fluctuation) iv. Member is non -compliant with Care Plan v. Member is determined to be clinically appropriate for discharge from Extended Care Coordination k. "EPSDT' means Early Periodic Screening, Diagnosis and Treatment. I. "Extended Care Coordination" means targeted care coordination to specific Members groups who require more intense and prolonged assistance and includes interventions such as care planning and face-to-face visits. m. "Evidence -based Care Coordination Activities" for the purposes of chronic disease management include: i. Creation of a Care Plan ii. Establish accountability and/or negotiate responsibility iii. Communication documentation iv. Facilitate transitions v. Assess Needs and Goals vi. Monitor, Follow Up and Respond to Change vii. Support Member Self -Management Goals viii. Link to Community Resources in alignment with Member needs n. "HIPAA" means the federal Health Insurance Portability and Accountability Act of 1996, including without limitation its privacy, security and administrative simplification provisions, and the rules and regulations promulgated there under, each as may be amended from time to time. o. "Health First Colorado" means the Colorado Medicaid Program administered and operated by the Department in accordance with the Colorado Medical Assistance Act and Title XIX of the Social Security Act. Health First Colorado is annually funded from appropriations authorized by the Colorado General Assembly and matched by federal funds in accordance with applicable federal rules and regulations. p. "Medical Home" means an approach to providing comprehensive primary -care that facilitates partnerships between individual members, their providers, and, where appropriate, the member's family, which meets the requirements described in the Statement of Work or other contractual arrangement entered into between the PCMP and the Department. q. "Member" means eligible individuals enrolled in Health First Colorado r. "Non -Utilizer" is a Member flagged as a non -utilizer on the monthly HCPF Member file as defined by HCPF's current utilization algorithm. HCPF currently defines a non -utilizer as a Member who has not received any medical services in the prior eighteen (18) months. s. "Outreach" means at least three (3) attempts, using two (2) different modalities of outreach, within thirty (30) days by the PCMP to engage identified Members by phone, letter, or electronic means, the first outreach occurring within fifteen (15) calendar days of receiving the complex roster from Carelon. t. "Primary Care Medical Provider' or "PCMP" means a primary care provider who serves as a Medical Home for Members and may be an FQHC, RHC, clinic or other group practice that provides the majority of a Member's comprehensive primary, preventive and sick care. Individual PCMPs or pods can be physicians, advanced practice nurses, or physician assistants with a focus on primary care, general practice, internal medicine, pediatrics, geriatrics or obstetrics and gynecology. CO -RAE -POMP 2023.05 Page 3 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC u. "Protected Health Information" or "PHI' means 'individually identifiable health information'as defined in 45 C.F.R. §160.103 and/or applicable state law, and/or 'patient identifying information' as defined in 42 C.F.R. Pad 2. v. "Regional Accountable Entity", "RAE" or "Regional Organization" means a single regional entity responsible for implementing the Accountable Care Collaborative within its region. w. "Region" means the geographical area containing specific counties, within the State of Colorado, as designated by the Department that is served by RAE. 2. Relationship. None of the provisions of this Agreement is intended to create, nor shall be deemed or construed to create, any relationship between Carelon and PCMP other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement. Except as specifically provided for in this Agreement, the parties agree that neither Carelon nor PCMP will be liable for the activities of the other nor their representative agents or employees, including without limitation, any liabilities, losses, damages, injunctions, lawsuits, fines, penalties, claims or demands of any kind or nature by or on behalf of any person, party or government agency arising out of or related to this Agreement; however, any rights to indemnification that may be available to either party at law or in equity are not affected by execution of this Agreement. a. PCMP acknowledges that PCMP is an independent contractor, and not an agent or employee of Carelon, and further that PCMP is not authorized to act on behalf of Carelon, and that none of PCMP's employees, agents or contractors is an employee of Carelon or entitled to any Carelon employment rights or benefits. PCMP further acknowledges and agrees that the PCMP waives any and all rights the PCMP has, or may have, against Carelon under the Employee Retirement Security Act of 1974 and the rules and regulations promulgated thereunder, each as may be amended from time to time. b. PCMP represents and warrants that PCMP is authorized to negotiate and execute contracts, including this Agreement, and to bind itself and all employees and contractors to the terms and conditions of this Agreement. Whenever in this Agreement the term "PCMP" is used to describe an obligation or duty, such duty or obligation shall also be the responsibility of each individual owner, employee, or contractor, as the context may require; c. PCMP acknowledges that care coordination, case management and medical management activities performed and/or made available by Carelon will change over the course of the term of this Agreement as necessary to address changes in the ACC Program, including without limitation implementation of health improvement initiatives and enhanced outcomes measurement activities. d. PCMP shall provide Carelon accurate contact and PCMP practice information prior to execution of this Agreement and within thirty (30) days of any change in such information, to include at a minimum: the name of PCMP's practice, the names of all clinicians and practitioners in PCMP's practice, PCMP office locations and telephone numbers, areas of specialty services available from PCMP's practice, maximum number of Members willing to accept at PCMP practice, and whether PCMP or any individual primary care provider in PCMP is accepting new Members. e. Prior to execution of this Agreement, PCMP shall: (i) have provided the Department with a list of all individual clinicians and practitioners who are part of PCMP's practice; and (ii) shall submit updates to such list of individual clinicians and practitioners within thirty (30) days of any such updates (additions/deletions); f. PCMP warrants that PCMP and all of its individual Members and contractors: (i) have all necessary licenses, certificates, approvals and/or permits; (ii) are not excluded, debarred, or otherwise ineligible to participate in any state or federal health care program; and (iii) are not otherwise barred from being awarded a contract or subcontract or from contracting with a unit or agency of federal, state or local government as a result of a violation of a law, rule or regulation. g. PCMP, as a public entity, shall maintain insurance as govemed by the Colorado Governmental Immunity Act, including adherence to its minimums and requirements. h. Nothing in this Agreement shall change or alter any clinical relationship, which exists or may come to exist between PCMP and any Member(s). PCMP: (i) shall have the same duties, liabilities and responsibilities to Members as exist generally between PCMP and member; (ii) shall always exercise its best medical judgment in the treatment of Members; and (iii) CO -RAE -PCMP 2023.05 Page 4 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC is not an agent of Carelon and shall not hold itself out as an agent of Carelon. i. PCMP understands that Carelon does not, by this Agreement or future patterns of practice promise or guarantee any minimum volume of referrals of Members to PCMP by Carelon, the Health First Colorado enrollment broker, or the Department. j• PCMP represents that PCMP has not made, is not obligated to make, and will not make any payment or provide any remuneration to any third party in return for Carelon entering into this Agreement or for any business transacted under this Agreement. k. Nothing in this Agreement is intended by either party to be nor shall same be interpreted to bean inducement for referrals or to reduce, limit or withhold access to medically necessary health services to individuals. I. PCMP is encouraged to participate in advisory committees developed by Carelon and/or the Department. m. Regardless of implementation of the Shared Savings program by the Department, the parties will work cooperatively to achieve greater program efficiencies and improved outcomes. Any savings shared by the Department with Carelon or PCMP are ancillary to continued cooperation and same are not in any way an inducement to limit medically necessary care and treatment for Members. n. Should Carelon, in its sole discretion, elect to sub -delegate any administrative or care coordination activities or functions to PCMP, any such sub -delegation: (i) is subject to the prior approval of the Department; (ii) shall be in writing and accordance with applicable delegation requirements set forth in Health First Colorado and more specifically ACC Program rules and regulations; (iii) shall specify the delegated activities and reporting responsibilities; (iv) shall include provisions for monitoring and oversight by Carelon and the Department; and (v) shall provide for corrective action measures, up to and including without limitation termination or revocation of the delegated activities or functions or other correction or remedy if the Department or the CMS determines that such activities were not performed satisfactorily. o. In the event of any conflict between PCMP agreements with clinicians and practitioners in PCMP's practice and the terms of this Agreement, this Agreement shall control with respect to the subject matter hereof. Upon reasonable request and where necessary to meet regulatory and/or government contract requirements and/or where necessary to confirm payment for services rendered to Members, PCMP agrees to provide Carelon, the Department and/or other authorized government agency, with access to copies of such written agreements. 3. PCMP Requirements a. PCMP, by execution of this Agreement, agrees to participate in the ACC Program and cooperate with care coordination, case management, and medical management activities and functions implemented or conducted by Carelon or a delegated entity as indicated in Exhibit A of this agreement and/or which are recommended to PCMP by Carelon or a delegated entity as best practices and taking into account what is clinically appropriate for PCMP's Members as determined by PCMP. Accordingly, PCMP agrees: i. To provide services and care in a non-discriminatory and culturally and linguistically appropriate manner to Members in accordance with nationally recognized standards, Health First Colorado and ACC Program rules and requirements, and all applicable state and federal laws, rules and/or regulations; ii. And understands that PCMP may accept and act on recommendations or advice given by RAE as part of care coordination, case management or medical management activities of RAE, but all decisions regarding any Member's care and treatment are determined by the treating provider regardless of any such care coordination, case management and/or medical management activities; iii. To provide all information requested by Carelon or a delegated entity relating to Members care and treatment and referrals; iv. To allow timely access to treatment records requested by Carelon or a delegated entity in the course of managing Member's care, meeting contract requirements with the Department or participating in program CO -RAE -PCMP 2023.05 Page 5 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC initiatives; v. To comply with the terms and conditions of PCMP's contract or other written arrangement with the Department designating PCMP as a Primary Care Medical Provider and Medical Home in the ACC Program, including without limitation. vi. Upon reasonable written request, to comply with Carelon or delegated entity to review or audit with reasonable access and an opportunity to examine treatment records or related documentation during normal business hours, on at least forty-eight (48) hours' advance notice, or such shorter period of time as maybe imposed on Carelon by a Payor, federal or state regulatory agency or accreditation organization, the facilities, billing and financial books, records and operations of PCMP, any individual or entity performing services for or on behalf of PCMP, or any related organization or entity, as they apply to the obligations of PCMP under this Agreement. The purpose of this requirement is to permit Carelon to assure compliance by PCMP with all obligations, financial, operational, quality assurance, as well as other obligations of Practitioner under this Agreement and PCMP's continuing ability to meet such obligations. b. A PCMP shall: i. Provide reasonable hours of operation, including twenty-four (24) hour availability of information, referral, and treatment for emergency medical conditions. ii. Provide arrangements with or referrals to a sufficient number of physicians and other providers to ensure that the services under this PCMP can be fumished to a Member promptly and without compromise to the Member's quality of care. iii. Prohibit discrimination in which the Members which the PCMP accepts are based on the Member's health status or need for health care services or the Member's race, color, or national origin. (a) PCMP shall not use any policy or practice that has the effect of discriminating based on race, color, or national origin. iv. Ensure that when it accepts Members, the PCMP accepts those Members in the order in which they enrolled, up to the maximum number of Members that the PCMP is willing to accept. (a) PCMP shall accept all Members attributed to the PCMP in accordance with the Department's policies and procedures. PCMP shall notify Carelon of any changes in PCMP practice as described in Section 2. d. (b) A Member may voluntarily select the PCMP as their PCMP, and the PCMP shall accept all Members who select the PCMP to be their PCMP up to the maximum number of Members that the PCMP is willing to accept. v. Allow any Member to obtain services from any other provider regardless of whether the PCMP referred the Member for those services. c. A PCMP agrees: i. To provide referrals of necessary services for Members outside the scope of care provided by the PCMP to other providers in the Health First Colorado network, and in accordance with Health First Colorado and ACC Program requirements regarding referrals; ii. To cooperate with and provide for expansion of services and/or capacity to accept additional attributed Members as able within the capacity of PCMP and its organizational structure; iii. To cooperate with, and participate in upon request, Member outreach and marketing activities conducted by Carelon and/or the Department: (a) And understands that each Member shall be in the care of an individual primary care clinician Member of PCMP, or primary care practice within the PCMP, who will: (1) act as the primary care provider for the Member; (2) provide the majority of the Member's primary care services; and (3) is be capable of delivering the majority of Members' comprehensive primary, preventive and urgent/sick medical care; (b) And represents that PCMP and each individual clinician Member of PCMP is an enrolled Health First Colorado provider, currently licensed and able to practice in the State of Colorado. CO -RAE -PCMP 2023.05 Page 6 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC iv. To have available extended office hours in the evening and/or on weekends; v. To maintain a policy and procedure that complies with, requests for same day care, requests for routine care, and timeframes in which appointments are scheduled; vi. To comply with appointment availability standards set in Exhibit A or such other more stringent standards as are required by Health First Colorado; vii. Timely completion of training regarding the ACC Program and the services the RAE offers which are made available by Candor and/or the Department; viii. Upon reasonable request by Carelon, to assist with education and training implemented or conducted by Carelon; ix. To provide input and recommendations to Carelon regarding medical management and care coordination activities, issues identified by Members as an area for education or need for community resource; x. To participate in and cooperate with Member and provider complaint resolution processes implemented by Carelon; xi. To contact Carelon for questions regarding administrative Health First Colorado requirements, policies and procedures, coverage policies, prior authorization, and referral requirements, claims and billing procedures, eligibility and enrollment processes, and other operational components of Health First Colorado or the ACC Program; xii. That Carelon and the Department may include PCMP and individual primary care provider Members of PCMP names, addresses, hours of operation, specialty, or ancillary services available in published provider directories or marketing; xiii. Use administrative and practice support tools and resources made available by Carelon, either directly, through a subcontractor or affiliate, or through the RAE website; xiv. To comply with Carelon's policies, programs and procedures and such other administrative policies and procedures as are identified in the Policy and Procedure Manual for Providers (as may be amended from time to time), and any specific policies and procedures from the Department made available to the PCMP through the RAE website. In the event of any conflict between the terms of this Agreement and the terms of the Policy and Procedure Manual for Providers, the provisions of this Agreement shall control. Otherwise, the terms of the Policy and Procedure Manual for Providers are in addition to the terms of this Agreement. To routinely review and access information and reports available to PCMP through the ACC Program Web Portal and the Departments' data analytics tool; xv. To cooperate with integration of disease management, preventive care and/or wellness programs made available in Health First Colorado or the ACC Program; To cooperate with case management and care management activities and processes implemented by the Carelon and/or as otherwise required by the Department and/or the ACC Program requirements; xvi. It is the expectation that all providers/care coordination entities furnishing services to the Member shares, as appropriate, the Member treatment record with other providers or organizations involved in the Member's care, in accordance with professional standards. This communication expectation will promote continuity of care, prevent unnecessary re -hospitalizations or services at a higher level of care and will facilitate improved communication about the Member among providers, facilities, and others who are involved with the Member. xvii. To promote active Member and family involvement in his/her health and treatment decisions; xviii. To promote healthy lifestyles for Members; xix. To assist with identification of barriers to health in the Region; To actively participate in meetings, discussions and other activities with Carelon regarding utilization measure calculations made available by the Departments' data analytics tool regarding the PCMP individual performance and as compared to other primary care medical providers in the Region, with implementation of corrective measures or new processes to address any issues identified in the aforementioned utilization measure calculations in an effort to move closer to and/or to implement best practices, where clinically appropriate to do so in PCMP's practice as determined by PCMP; CO -RAE -PCMP 2023.05 Page 7 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC xxi. To submit information and data in the form, content and timeframes as may be required by Carelon and/or the Department in furtherance of the ACC Program objectives; xxii. To notify Carelon within thirty (30) days of any changes to the PCMP practice including, but not limited to, address or billing information changes, and addition or removal of any provider within the PCMP practice; xxiii. To comply with all marketing rules and regulations of Health First Colorado and the ACC Program; xxiv. To cooperate with any transition plans of Carelon and/or the Department in the event contract with the Department is terminated or this Agreement expires or is otherwise terminated; and xxv. The Department may implement any intermediate sanctions, as described in 42 C.F.R. §438.702 (as applicable to Primary Care Medical Providers), if the Department makes the determination to impose sanctions under 42 C.F.R. §438.700. 4. Eligibility and Enrollment a. The Department will enroll Members into the ACC Program in accordance with its existing policies and procedures. b. Allow any Member to elect to disenroll with the PCMP, in accordance with 42 CFR 438.56(c). c. Notify all Members who have selected the PCMP as their medical home, of the PCMP's termination in the ACC Program if the PCMP stops its participation in the ACC Program for any reason. 5. Member Dismissal from PCMP a. The PCMP must follow the terms of the Member Dismissal policy as it pertains to any Member. 6. Payment a. PCMP agrees to continue to bill for services rendered to Members in accordance with the rules and regulations of the Health First Colorado, and further agrees and understands that Carelon is not a fee -for -service payor and no bills or claims for services should be submitted to Carelon. b. Carelon shall pay the PCMP a Per Member Per Month (PMPM) Payment for identified subsets of the PCMP's Attributed Members for which the RAE has received an Administrative PMPM under its contract with the Department, and who were enrolled in the ACC Program as of the first day of the month for which Carelon is making the PMPM Payment. Candor shall calculate the number of the PCMP's Attributed Members based on the information in the Department's Medicaid Management Information System (MMIS) per the terms of Exhibit A. c. Carelon shall remit PMPM Payments to the PCMP within thirty (30) days of the end of the month for which payment is being made. d. PMPM Payments shall commence in the first full month in which the PCMP is enrolled with both the Department and the RAE and has eligible attribution as defined in Exhibit A, and continue for all subsequent months until the termination of this Contract. e. If the PCMP believes that the calculation or determination of any incentive payment or PMPM Payment is incorrect by a margin of 10% or more, the PCMP shall notify Carelon of its dispute within thirty (30) days of the receipt of the payment. Carelon shall review calculation or determination and may make the changes based on this review. The determination or calculation results from Carelon shall be final. No disputed payment shall be made until after Carelon has concluded its review. 7. Term & Termination a. The initial term of this Agreement is limited to the six (6) month period (with 'month' being defined as a calendar month) commencing on the date first set out above, unless terminated earlier by either party as provided for below. Thereafter, the Agreement shall automatically renew for terms of one (1) year unless either party provides written notice of non -renewal at least sixty (60) calendar days prior to the end of the initial term or any renewal terms thereafter, or the Agreement terminated in accordance with the provisions below. b. Either party may terminate this Agreement for cause at any time by giving the other party at least sixty (60) calendar days CO -RAE -PCMP 2023.05 Page 8 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99FO-FE67CEB9C9AC prior written notice of a breach hereunder, provided that the party seeking termination for cause will allow the breaching party thirty (30) calendar days in which to cure such breach. Should the breaching party cure such breach to the reasonable satisfaction of the terminating party on or before the end of the above referenced thirty (30) day period, then this Agreement shall remain in full force and effect. c. Either party may terminate this Agreement without cause by giving the other party at least sixty (60) calendar days prior written notice. d. In addition, this Agreement may be terminated: By Carelon immediately upon written notice to PCMP: (1) in the event of actual or potential threat to member safety; (2) upon notice from any state or federal government agency; or (3) should the arrangement described hereunder be determined in any way to be contrary to or in violation of any state or federal law, rule or regulation. By the Department immediately upon notice if the Department determines that PCMP has failed to: (1) carry out the substantive terms of PCMP's contractual obligations; or (2) meet applicable requirements in sections 1932, 1903(m) and 1905(1) of the Social Security Act (42 U.S.C. 401). ii. Automatically without notice upon any one of the following events: (1) PCMP's (inclusive of any owner or employee of POMP) conviction of a felony or other crime involving dishonesty; (2) debarment or exclusion of PCMP or any owner, employee or contractor/subcontractor of PCMP from participation in or contracting with any state or federal government unit or agency; or (3) PCMP's willful, knowing or reckless breach of any term of this Agreement. e. At the option of a party, on the date or within sixty (60) calendar days of the other party becomes insolvent, is adjudicated as a bankrupt entity, has its business come into the possession or control of a trustee in bankruptcy, has a receiver appointed for it, or makes a general assignment for the benefit of creditors. If any of these events occurs: (i) no interest in the Agreement may be deemed as an asset of creditors; (ii) no interest in this Agreement may be deemed an asset or liability of Carelon; and (iii) no interest in this Agreement may pass by the operation of law without the consent of the other party. f. In the event of termination of this Agreement, the parties will mutually agree upon a reasonable transition period for cessation of services, not to exceed thirty (30) calendar days following the date of such notice of termination. g. Regardless of any provision to the contrary, the parties acknowledge and agree that continuation and any renewal of this Agreement is contingent upon renewal of RAE's contract with the Department, continuation of the ACC Program, and continued federal and state funds being appropriated, budgeted, and otherwise made available by the State. In the event the Department does not receive continued federal and state and funds or any part thereof, and the Department terminates its contract with RAE, Carelon may terminate this Agreement immediately upon notice without liability, including any liability for termination costs. h. Upon receipt of the termination notice, POMP shall give Members enrolled with POMP notice of the termination and information, consistent with 42 C.F.R. §438.10 as applicable to Primary Care Medical Providers, on their options for receiving Health First Colorado services following the effective date of termination. i. To the extent RAE and/or the Department commenced an audit or investigation prior to the effective date of expiration or termination of this Agreement, POMP agrees to continue to cooperate with such auditor investigation and to provide access to documents and records reasonably requested during such auditor investigation. 8. Governing Law & Compliance. a. With respect to the contractual rights between Carelon and POMP, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado, excluding any conflicts of law, rules or principles that might otherwise refer the same to the law of another jurisdiction, except to the extent otherwise pre-empted by applicable federal law. b. Throughout the term of this Agreement, the parties agree to comply with all applicable state and/or federal laws, rules, and regulations. Except to the extent otherwise specifically provided for in this Agreement, the alleged failure by either party to comply with applicable state and/or federal laws, rules or regulations shall not be construed as allowing either CO -RAE -PCMP 2023.05 Page 9 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC party a private right of action against the other in any legal or administrative proceeding in matters in which such right is not recognized by such law, rule or regulation. PCMP is and remains responsible for compliance with all applicable provisions of state and federal law addressing the PCMP's performance, rights, duties, and obligations hereunder and/or as related to participation in Health First Colorado and/or the ACC Program. This includes without limitation compliance with all legal reporting and disclosure requirements and laws, rules and regulations related to PCMP licensure, fraud, waste, and abuse, prescribing of pharmaceuticals, informed consent, treatment records standards and requirements, the standard of care, practitioner/member relationship, confidentiality and privacy of member information, or the quality of care. ii. PCMP assumes full responsibility for PCMP's (inclusive of PCMP's employees, agents and/or contractors) acts and omissions, and for compliance with all applicable federal, state and local laws, rules and/or regulations, including without limitation those related to income tax, city business license, licensure, registration and/or certification, employment, unemployment compensation, and worker's compensation, and shall not make any declaration or take any position for any matter to the contrary. iii. PCPM represents that PCPM: (1) is not presently debarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from covered transactions; (2) has not within the three (3) year period preceding execution of this Agreement been convicted of or had a civil judgment rendered against them for: (A) commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; (B) violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records; (C) making false statements; or (D) receiving stolen property; (3) is not presently under investigation for, indicted for or otherwise criminally or civilly charged by a govemment entity (federal, state or local) with commission of any of the offenses identified in subsection (2) above; and (4) has not within the three (3) year period preceding execution of this Agreement has one or more public transactions (federal, state or local) terminated for cause or default. iv. Carelon, on behalf of the RAE, is responsible for compliance with all applicable provisions of state and/or federal laws addressing RAE's certification (as applicable), duties and obligations respecting performance by Carelon under this Agreement. c. PCMP is encouraged to participate in the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH) programs regarding adoption of certified electronic health record technology and the meaningful use of same to improve the quality and safety of care and improve care coordination activities while promoting the security of Protected Health Information. This statement is not and should in no way be interpreted as an endorsement of the adequacy of any such program as to the needs or requirements of PCMP or as a requirement by Carelon, and PCMP may not rely upon this statement. d. The ACC Program and care coordination activities thereunder are subject to the applicable federal requirements in 42 C.F.R. §438 as applicable to Primary Care Medical Providers. e. Neither party shall knowingly direct the other to act or refrain from acting in any way that would violate any applicable law, rule, or regulation. Neither party shall knowingly behave in any way that is intended to implicate or involve the other in a violation of these laws. f. PCMP and Carelon respectively represent that neither knowingly employs or contracts with individuals or entities excluded from or ineligible for participation in any government sponsored health care program. g. The parties understand that the terms of this Agreement may be subject to the review and approval of the Department and/or other state or federal government agencies. Subject to Section 10 below, any changes requested or required by a governmental agency will be negotiated in good faith between the parties. 9. Disclaimers. a. The parties: (i) respectively represent that while Data disclosed or exchanged hereunder is complete and accurate to the CO -RAE -PCMP 2023.05 Page 10 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC best of their respective knowledge and belief at the time of the disclosure or exchange, the parties respectively disclaim any representation or warranty, express or implied, as to Data or Confidential Information and provide such Data and/or Confidential Information on an "as is" basis; and (ii) make no representations, express or implied, as to the compatibility of such Data or Confidential Information or the format in which it is provided with the receiving party's hardware, software and/or systems. b. Nothing in this Agreement (i) obligates either party to disclose or receive any information, perform any work, or enter into any business relationship; (ii) prevents either party from developing, marketing or selling products or services that may be competitive with those of the other party; (iii) limits either party from assigning or reassigning its employees in any way; (iv) authorizes either party to speak on behalf of the other; or (v) restricts either party from entering into any business relationship with any other party, person or entity. 10. Dispute Resolution. The parties agree to attempt to resolve any disputes arising with respect to the performance or interpretation of this Agreement promptly by negotiation between the parties. 11. Miscellaneous Provisions a. Record Maintenance and Inspection. PCMP shall: (i) prepare and maintain all appropriate administrative, billing and treatment records regarding services rendered to Members in accordance with prudent record -keeping procedures and the requirements of Health First Colorado; and (ii) retain all such records for such time periods as required by applicable state and/or federal laws, rules, or regulations. i. PCMP agrees to allow Carelon reasonable review of any data and other records it maintains on services rendered to Members that relate to this Agreement. ii. The parties shall retain a copy of this Agreement and information related to services provided and/or performance pursuant to this Agreement as part of their respective records during the term of this Agreement and for the greater of the: (1) time required by applicable federal or state law; or (2) five (5) year period, following the effective date of non -renewal or termination of this Agreement. iii. Subject to any legal privilege or restriction, the parties acknowledge that this Agreement and the books and records of PCMP may be subject to examination, audit and inspection by state and federal regulators with jurisdiction over Carelon, including the Department, the U.S. Department of Health and Human Services, the Comptroller General of the United States, or other authorized state or federal regulatory agencies or entities to the extent required by law. iv. Upon reasonable written request, Provider agrees that Payors and Carelon, and their respective designee(s), shall have the right to audit and other reasonable access, including without limitation the opportunity to examine, copy, excerpt and transcribe at no charge during normal business hours, on at least forty-eight (48) hours' advance notice, or such shorter period of time as may be imposed on Payor or Carelon, or by a federal or state regulatory agency or accreditation organization, the facilities, billing and financial books, records (including but not limited to Member's treatment records) and operations of Provider, Practitioners, any individual or entity performing services for or on behalf of Provider, or any related organization or entity, as they apply to the obligations of Provider under this Agreement. Without limiting the generality or scope of the foregoing, Providers shall cooperate with treatment record reviews and audits conducted by Payors and Carelon, by, amongst other actions, providing access to Member medical records related thereto. The purpose of the foregoing requirements is to permit Payor and Carelon to assure compliance by Provider with financial, operational, quality assurance, Medical Necessity, concurrent review, appropriateness of care, claims payment rules, accuracy of claims coding and payment, and all other obligations of Practitioner under Applicable Rules, this Agreement and Provider's continuing ability to meet such obligations. Provider acknowledges that failure to submit records in accordance with this provision and/or the Provider Manual(s) may result, amongst other consequences, in a denial of a claim for payment under review, whether on pre -payment or post -payment review, or a payment retraction on a paid claim, and Provider further acknowledges that Provider is prohibited from balance billing the Member in any of the foregoing circumstances. Provider further acknowledges and agrees that refusal to cooperate with the audit and access requirements set forth in this section may adversely affect the Provider's continued network participation status or result in sanctions up to and including termination of network participation status. Nothing in this paragraph shall be construed to limit or prevent Payor or Carelon from conducting unannounced audits to investigate concerns related to potential fraud, waste, or abuse or from conducting medical record review for quality, risk CO -RAE -PCMP 2023.05 Page 11 of 15 DocuSign Envelope ID. 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC adjustment or risk management initiatives. b. Providers. The parties acknowledge and agree that: (i) nothing contained in this Agreement is intended to interfere with or hinder communications between providers of care and members regarding their respective medical or behavioral health condition or available treatment options; and (ii) all member care and related decisions are the sole responsibility of the treating practitioners/providers and the member and that neither Carelon nor the Department dictate or control clinical decisions with respect to the medical and/or behavioral health care or treatment of patients/Members by PCMP. c. Member Relationship. Nothing in this Agreement shall change or alter any clinical relationship that exists or may come to exist between PCMP and any individual patients/Members of PCMP. PCMP: (i) shall have the same duties, liabilities and responsibilities to members as exist generally between PCMP and patients/Members; (ii) shall always exercise its best medical judgment in the treatment of members; and (iii) is not an agent of Carelon, and shall not hold itself out as an agent of Carelon. d. Conflict. In the event of any conflict between the terms of this Agreement and the terms of any separate provider participation or provider services agreement or Member contract of PCMP, the terms of this Agreement shall control with respect to PCMP participation with Candor as a Medical Home and Carelon care coordination activities with PCMP under the ACC Program. e. Confidentiality. The parties agree to: (i) have and implement procedures designed to preserve the privacy and confidentiality of Member records; and (ii) maintain, retain, use and/or disclose such Member records and any Protected Health Information in accordance with HIPAA, HITECH, 42 C.F.R. Part 2 as related to alcohol and/or substance abuse services and/or records, and all applicable other federal and state laws, rules and regulations regarding the confidentiality, privacy and/or security of Protected Health Information and/or medical/behavioral health/alcohol-substance abuse records and any member consent required there under. PCMP shall also ensure that any records maintained electronically meet all applicable federal and state laws and regulations related to the storage, transmission, and maintenance of such records. f. Proprietary Information. The parties agree that confidential and proprietary information of each party may not be disclosed, except as provided below, without the express written approval of the other party. Further, confidential, and proprietary information may be disclosed only to those persons who have a need to know, and only to the extent necessary, in order to carry out the terms of this Agreement. Confidential and proprietary information may not be used in any way not specifically allowed under this Agreement, including in each party's own business, whether or not competitive with the other party. Each party will: (i) safeguard all confidential and proprietary information of the other using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material; and (ii) notify the other of any loss or accidental or unauthorized disclosure of the other's confidential and proprietary information; and (iii) notify the other of any disclosure or release of the owning party's confidential and/or proprietary information under a valid subpoena or court order. i. All confidential and proprietary information shall remain the sole and exclusive property of disclosing party. Except as specifically provided for herein, no license is hereby granted to the receiving party, by estoppel or otherwise, under any patent, trademark, copyright, trade secret or other proprietary rights of the disclosing party. The parties recognize that no remedy of law may be adequate to compensate a party for a breach of the provisions of this provision; therefore, the parties agree that a party may seek temporary or permanent injunctive relief against the party breaching this provision, in addition to all other remedies to which either is otherwise entitled, and this provision in no way limits such other remedies of the parties. Such temporary or permanent injunctive relief may be granted without bond, which each party waives. iii. Upon the request, each party shall promptly collect and surrender (or, at the requesting party's option, confirm the destruction or non -recoverable data erasure of computerized data of) all of the requesting party's confidential and proprietary information and all memoranda, notes, records, drawings, manuals, records, and other documents or materials (and all copies of same, including "copies" that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) pertaining to or including the requesting party's confidential and proprietary information. CO -RAE -PCMP 2023.05 Pagel 2 0115 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC g. Audits. PCMP agrees to submit documentation requested by the RAE in accordance with a timeframe established by the Department or the RAE. h. Assignment. This Agreement, being intended to secure the services of the parties hereto, shall not in any manner be assigned (by operation of law or otherwise), delegated, or transferred by either party without the prior written consent of the other party; provided, however, that Carelon may assign this Agreement to any entity that controls, is controlled by, or is under common control with Carelon. The parties acknowledge that any assignment of this Agreement may require the prior written approval of the Department. Amendment. Except as otherwise specifically provided for below, this Agreement maybe amended only with the mutual written agreement of the parties. Carelon may amend this Agreement by giving PCMP prior written notice setting forth the terms of the proposed amendment. PCMP shall then have thirty (30) days from the receipt of Carelon's notice to reject the proposed amendment by written notice of rejection to Carelon. If Carelon does not receive such written notice of rejection within that thirty (30) day period, the proposed amendment shall be deemed accepted by and shall be binding upon PCMP, effective as of the end of such thirty (30) day period. If PCMP rejects a proposed amendment, either party may, in its discretion, elect to terminate this Agreement upon thirty (30) days written notice to the other party. j. Waiver. Waiver, whether express or implied, of any breach of any provision of this Agreement shall not be deemed to be a waiver of any other provision or a waiver of any subsequent or continuing breach of the same provision. In addition, waiver of one of the remedies available to either party in the event of a default or breach of this Agreement by the other party shall not at any time be deemed a waiver of a party's right to elect such remedy(ies) at any subsequent time if a condition of default continues or recurs. k. Third Party Beneficiaries. Nothing in this Agreement is intended to nor does create or provide for any third -party beneficiaries. I. Notices. Any notice required by this Agreement shall be given in writing to the liaison person designated by a party, sent by United States mail, return receipt requested, or by Federal Express, UPS, or other overnight mail service, with postage prepaid and addressed to each party at the addresses set forth on the signature page, or at any other address of which a party has given notice in accordance with this Section. Notice shall be deemed given on the date of delivery or refusal as shown on the return receipt if delivered by mail or the date upon which such notice is personally delivered in writing to the designated liaison person. m. News Release & Use of Name. Except as provided for in this Agreement, no party will advertise or utilize any marketing materials, logos, trade names, service marks, or other materials created or owned by the other parties without their respective prior written consent. No party shall acquire any right or title in or to the marketing materials, logos, trade names, service marks or other materials of the other parties, respectively. Notwithstanding the above, Carelon may include the name of PCMP's practice, the names of all clinicians and practitioners in PCMP's practice, PCMP office locations and telephone numbers, areas of specialty services available from PCMP's practice, and whether PCMP or any individual primary care provider in PCMP is accepting new Members, in listings of participating Primary Care Medical Providers and Medical Homes and other marketing and documents used to describe same. ii. Any communications, publications or marketing developed or to be made available by PCMP that reference or identify Carelon must be approved by Carelon prior to any use or disclosure of same. n. Force Maieure. Neither party nor their subcontractor(s) or affiliate(s) hereto shall be held responsible for delay or failure to perform hereunder when such delay or failure is due to fire, flood, epidemic, strikes, acts of God or the public enemy, acts of terrorism, acts of war, unusually severe weather, legal acts of public authorities, or delays or defaults caused by public carriers, or other circumstances which cannot reasonably be forecast or provided against. o. Severability. Any term or provision of this Agreement that is invalid, illegal, or unenforceable in any situation in any jurisdiction shall not affect the validity, legality or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If such invalidity, illegality or unenforceability is caused by length of time or size of area, or CO -RAE -PCMP 2023.05 Page 13 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC both, the otherwise invalid provision shall be, without further action by the parties, automatically amended to such reduced period or area as would cure such invalidity, illegality or unenforceability; provided, however, that such amendment shall apply only with respect to the operation of such provision in the particular jurisdiction in which such determinations is made. p. Notice of Complaint. PCMP and Carelon will promptly notify one another of any complaint or litigation of which each becomes aware in connection with any transaction covered by this Agreement. Within forty-eight (48) hours of receipt, each will forward to the other any notice of litigation or document referencing litigation or any complaint letter from any state insurance department or other governmental body. q. Survival. Rights and obligations under this Agreement, which by their nature should survive, including without limitation any compliance with laws, warranties, ownership/intellectual property, indemnities, limitation of liabilities, confidentiality, and payment obligations. In addition, the following provisions survive any expiration or termination of this Agreement, regardless of the cause: 2, 2.a, 2.f, 2.g, 2.h, 2.j, 2.m, 2.n, 3.b(iv), 4 5., 6.a, Section 7 and all its subparts, and Section 8 and all of its subparts. r. Interpretation. The parties hereto agree that this Agreement is the product of negotiation between sophisticated parties and individuals, all of whom were represented by, or had an opportunity to be represented by legal counsel, and each of whom had an opportunity to participate in, the drafting of each provision hereof. Accordingly, ambiguities in this Agreement, if any, shall not be construed strictly in favor of or against any party hereto but rather shall be given a fair and reasonable construction. s. Entire Agreement. This Agreement represents the entire Agreement between the parties and supersedes all previous written or oral agreements or understandings regarding the participation by PCMP with Carelon and cooperation by PCMP with Carelon care coordination activities. t. Counterparts/Facsimile Execution/Captions. This Agreement may be executed and delivered: (i) in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument; and/or (ii) by facsimile, in which case the instruments so executed and delivered shall be binding and effective for all purposes. The captions in this Agreement are for reference purposes only and shall not affect the meaning of terms and provisions herein. The parties have caused their respective duly authorized representatives to execute this Agreement to be effective on the date the agreement is countersigned. PCMP: Citat, FYWAIGUA, uocuagnea oy: Si irrecf B�yL14E0... Signa ure 7/24/2023 Date Mike Freeman Carelon: f-DocuSigned by: S.L04A, 6WrIA,S 1.611M rE94"4A/... 7/25/2023 Date chair, Board of countys@dfrlmNEP8ners CNO Print Name & Title Mike Freeman Federal Tax Identification Number Print Name & Title Address for Notice: Address for Notice: (please enter address) CO -RAE -PCMP 2023.05 Page 14 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC 1150 0 Street Greeley, CO 89610 Carelon Behavioral Health 10855 Hidden Pool Heights, Suite 260 Colorado Springs, CO 80908 Attn: Colorado Provider Contracting Department CO -RAE -POMP 2023.05 Page 15 of 15 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC EXHIBIT A PROVIDER REQUIREMENTS AND PER MEMBER PER MONTH PAYMENT ARRANGEMENT PCMP meets all requirements to serve Medicaid Members as a Primary Care Medical Provider and Medical Home in the Accountable Care Collaborative (ACC) Program as defined in the PCMP's contract with the Department and Carelon as administered by the Regional Accountable Entities. A. PCMP shall: 1. Be enrolled as a provider in the Health First Colorado (Medicaid) program; 2. Be either an (i) Certified by the Department as a provider in the Medicaid and CHP+ Medical Homes for Children program, (ii) Individual physician, advanced practice nurse or physician assistant with a focus on primary care, general practice, internal medicine, family medicine, pediatrics, geriatrics, or obstetrics and gynecology, or geriatrics, or is a qualified CMHC or HIV/infectious disease practitioner, or (iii) a federally qualified Health Center (FQHC) or Rural Health Clinic (RHC); 3. Be licensed as a MD, DO or NP provider by the Colorado Medical Board or the Colorado Board of Nursing to practice in the State of Colorado; 4. Act as the dedicated source of primary care for Members and be capable of delivering the majority of the Member's comprehensive primary, preventive, and sick medical care. 5. Be either a CPC+ Certified provider or participate in the Alternative Payment Model (APM). B. PCMP shall demonstrate commitment to the following principles of the Medical Home model as amended by the Department 1. The care provided is: (i) Member/family-centered; (ii) whole -person oriented and comprehensive; (iii) coordinated and integrated; (iv) Provided in partnership with the Member and promotes Member self- management; (v) outcomes - focused; (vi) consistently provided by the same provider as often as possible so a trusting relationship can develop; and (vii) provided in a culturally competent and linguistically sensitive manner; and 2. The PCMP is: i. Accessible, aiming to meet high access -to -care standards. PCMP will provide 24/7 phone coverage with access to a clinician that can triage; and extended daytime or weekend hours to render Member care. PCMP will provide services to Members in a timely basis as follows: a. Urgent Care — within 24 hours after the initial identification of need. b. Outpatient follow up appointments — within 7 days after discharge from a hospital c. Non -urgent, symptomatic care visit — within 7 days after the request d. Well Care Visit — within 1 month after the request, unless an appointment is required sooner to ensure the provision of screenings in accordance with the Department's accepted Bright Futures schedules.; ii. Implementing operational and fiscal efficiency; iii. Able and willing to coordinate with Carelon on medical management, population health management initiatives, care coordination, and case management of Members; iv. Adopting and tracking continuous performance and process improvement activities, such as improving tracking and follow-up on diagnostic tests, improving care transitions, and improving care coordination with specialists and other Medicaid providers, etc.; v. Adopting proven practice and process improvement tools, such as assessments, visit agendas, screenings, Member self -management tools, plans, and health registries; vi. In coordination with other entities, tracking the status of referrals to specialty care providers and provides the clinical reason for the referral along with pertinent clinical information in alignment with signed care compacts between the PCMP and the specialist provider (i.e., participation in Healthy Communities); vii. Willing to spend the time to teach Members about their health conditions and the appropriate use of the health care system, as well as inspire confidence and empowerment in Members' health care ownership; CO -RAE -POMP- NHP NON -DELEGATED 2023.05 Page 1 of 2 DocuSign Envelope ID: 9C5EEE0B-5CC7-4999-99F0-FE67CEB9C9AC viii. Focused on fostering a culture of constant improvement and continuous learning; ix. Willing to accept accountability for outcomes and the Member/family experience; x. Able to give Members and designated family Members easy access to their medical records when requested; and xi. Committed to working as a partner with Carelon in providing the highest level of care to Members. This commitment includes data -sharing, access to medical records when requested, including with other providers/organizations involved in the Member's care, in accordance with professional standards. The PMCP shall also demonstrate cooperation with referrals, participation in performance improvement activities and initiatives, including those that align with RAE performance expectations set by the Department, willingness to give feedback and potentially participate on committees and provide clinical expertise, and use the data available to the practice to better manage Members and their health needs. This communication expectation will promote continuity of care, prevent unnecessary re -hospitalizations or services at a higher level of care and will facilitate improved communication about the Member among providers, facilities, and others who are involved with the Member. xii. Able to accept and provide case management for all attributed Health First Colorado Members that are assigned to the Client Over -Utilization Program (COUP). C. The PCMP will perform general Service Coordination for every attributed Member, including all the following activities: 1. Assessing the need for care coordination (biopsychosocial assessment). 2. Completing a care plan/treatment plan to guide care. 3. Working in collaboration with interdisciplinary team Members on a variety of Member needs (LTSS, Behavioral Health, Pharmacy, Housing, Employment, Foster Care, Population Health, Transitions of Care, etc.). 4. Collaboration generally occurs through appointments with the Member, case rounds, participation in Member - specific interdisciplinary meetings and during prior authorization, concurrent review, and transition of care activities. 5. Supporting attributed Members who are clinically complex or who are at high risk for exacerbated, increased or unnecessary utilization, or placement out of homes or in institutions. 6. Linking Members with community resources to facilitate referrals and respond to social service needs, integrating behavioral health and specialty care into care delivery through co -location or referral protocols. 7. Tracking and supporting Members when they obtain services outside the practice. 8. If the assigned Member is seen in an emergency room or urgent care clinic or is admitted to an inpatient facility, upon notification of this information, the Care Coordinator follows up with the Member within seven (7) business days or discharge from the facility. The follow-up visit is to ensure that all discharge instructions are being followed an any follow up appointments have been scheduled. D. PMPM Payment Rate Northeast Health Partners: 1. PCMP PMPM payments are solely for utilizing Members 2. For utilizing Members, the PMPM is $3.00 E. Participating Providers may be eligible to receive incentive distribution payments based on state -determined quality performance metrics including Key Performance Indicators (KPI) and Performance Pool measures. Incentive payments will be based on claims data related to state -calculated performance against a regional goal for each measure. Distribution of payments for measures are determined by several factors related to the measure such as: (a) Participating provider practice meets the same performance tier or goal level as the region, and (b) The services rendered (such as per Members screened or per visit) as it relates to the specific performance measure. CO-RAE-PCMP- NHP NON -DELEGATED 2023.05 Page 2 of 2 Contract Form New Contract Request Entity Information Entity Name* Entity ID" CARELON BEHAVIORAL HEALTH AO0047288 Contract Name" CARELON PRIMARY CARE MEDICAL PROVIDER AGREEMENT Contract Status CTB REVIEW Contract ID 7150 Contract Lead" AGOMEZ Contract Lead Email agomezAweldgov.corn New Entity? Parent Contract ID Requires Board Approval YES Department Proj Contract Description" PRIMARY CARE MEDICAL PROVIDER AGREEMENT WITH CARELON BEHAVIORAL HEALTH FOR COLORADO ACCOUNTABLE CARE COLLABORATIVE 2.0 PROGRAM Contract Description 2 Contract Type" AGREEMENT Amount 40.0E Renewable YES Automatic Renewal YES Grant NO IGA NO Department HEALTH Department Email CM-HealthWweldgov.com Department Head Email CM-Health- ©eptHead, veldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM— COU NTYATTORN EY 2WELDG OV.COM Requested !MCC Agenda Date" 07'`24; 2023 Due Date 07,20/2023 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date 07,01/2023 Review Date" 11/30/2023 Renewal Date" 06 30'2024 Termination Notice Period Committed Delivery Date Expiration Date 06'30;2024 Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head TANYA GEISER DH Approved Date 07 1 1 2023 Final Approval 1#OCC Approved BOCC Signed Date BOCC Agenda Date 07.?24:2023 Originator AGOMEZ Contact Type Contact Email Contact Phone 1 Contact Phone 2 Finance Approver CHERYL PATTELLI Purchasing Approved Date Legal Counsel BRUCE BARKER Finance Approved Date Legal Counsel Approved Date 07; 11 2023 07 11 2023 Tyler Ref # AG 072423 Hello