UNITED BEHAVIORAL HEALTH OF NEW YORK, I.P.A., INC. PROVIDER by vow85608

VIEWS: 19 PAGES: 32

									           UNITED BEHAVIORAL HEALTH OF NEW YORK, I.P.A., INC.
                  PROVIDER PARTICIPATION AGREEMENT


                                             INDIVIDUAL

        THIS PROVIDER PARTICIPATION AGREEMENT (this “Agreement”), effective on the date
specified at the signature portion of this Agreement regardless of the date of execution hereof (“Effective
Date”), is between United Behavioral Health of New York, I.P.A., Inc. ("UBHIPA") and {<< Insert
Provider Name >>} (“Provider”) and sets forth the terms and conditions under which Provider shall
participate in one or more networks of Participating Providers developed by UBHIPA to arrange for the
provision of Covered Services to Covered Persons, as defined in this Agreement. This Agreement
supersedes and replaces any existing provider agreements between the parties related to the provision of
Covered Services.


                                                 SECTION 1
                                                  Definitions

Benefit Contract: A benefit plan that provides health care coverage and contains the terms and conditions
of a Covered Person’s coverage.

Covered Person: An individual who is properly covered under a Benefit Contract.

Covered Person Expenses: Any amounts that are the Covered Person’s responsibility to pay Provider in
accordance with the Covered Person’s Benefit Contract, including copayments and coinsurance.

Covered Services:      The mental health and/or substance abuse health care or treatment services and
supplies covered by a Covered Person’s Benefit Contract.

Customary Charge: The fee for health care services charged by Provider that does not exceed the fee
Provider would charge any other person regardless of whether the person is a Covered Person.

Emergency Medical Condition: A medical or behavioral condition, the onset of which is sudden, that
manifests itself by symptoms of sufficient severity, including severe pain, that a prudent layperson,
possessing an average knowledge of medicine and health, could reasonably expect the absence of
immediate medical attention to result in: (i) placing the health of the person afflicted with such
condition in serious jeopardy, or in the case of a pregnant woman, the health of the woman and her
unborn child or, in the case of a behavioral condition, placing the health of the person or others in
serious jeopardy; (ii) serious impairment to such person’s bodily functions; (iii) serious dysfunction of
any bodily organ or part of such person; or (iv) serious disfigurement of such person.

Emergency Services: Health care procedures, treatments or services needed to evaluate or stabilize an
Emergency Medical Condition, but not limited to, psychiatric stabilization and medical detoxification from
drugs or alcohol.
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Fee Maximums: The maximum fees for Covered Services provided by Participating Providers that are
applicable to Provider and/or the Benefit Contract, as determined from time to time by UBHIPA. UBHIPA
will provide the then-current Fee Maximums to Provider upon request.

Participating Provider: A health care professional or provider that has a written participation agreement
in effect with UBHIPA, directly or through another entity, to provide Covered Services to Covered Persons.

Payer: A managed care organization, as defined in accordance with Article 44 of the New York Public
Health Law and the regulations promulgated thereunder, authorized by UBHIPA to access one or more
networks of Participating Providers developed by UBHIPA and that has the financial responsibility for
payment of Covered Services covered by a Benefit Contract.


                                               SECTION 2
                                    Networks of Participating Providers

Provider shall participate in the network(s) of Participating Providers designated by UBHIPA. Provider shall
be notified by UBHIPA in a written or electronic communication or notice which network(s) Provider shall
participate in. When applicable, Provider will be listed in the provider directories for each network in which
Provider is designated for participation. UBHIPA reserves the right to change Provider's network
assignment(s).


                                               SECTION 3
                                             Duties of Provider

3.1 Covered Person Status. To determine whether an individual is a Covered Person and, therefore,
entitled to receive Covered Services, Provider shall require the individual to present his or her identification
card, which shall be provided to all Covered Persons by Payers, unless because of the type of Benefit
Contract under which the Covered Person has coverage no identification card applies. Provider may contact
UBHIPA to obtain UBHIPA’s most current information on the individual as a Covered Person; provided,
however, Provider acknowledges that such information is subject to change retroactively (i) if UBHIPA
does not receive proper and timely notification regarding termination of a Covered Person’s coverage; (ii) as
a result of the Covered Person’s final decision regarding continuation of coverage pursuant to state and
federal laws; or (iii) if eligibility information UBHIPA receives on the individual is later proven to be
incorrect. If Provider provides Covered Services to an individual, and it is later determined the individual
was not a Covered Person at the time the services were provided, those services shall not be eligible for
payment under this Agreement. Provider may then directly bill the responsible Covered Person or other
party for such services.

3.2 Provision of Covered Services. Provider shall provide Covered Services to all Covered Persons as
authorized by UBHIPA, Payer or its designee and as Provider's patient load and appointment calendar
permit and at locations approved in writing by UBHIPA. Provider shall accept Covered Persons as new
patients. At all times, Provider shall require employed or subcontracted health care professionals and

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facilities to comply with the protocols and requirements, including, but not limited to, any provider manual
of Payer or its designee, and the requirements of all applicable regulatory authorities.

3.3 Covered Person Non-Liability. Provider agrees that in no event, including, but not limited to,
nonpayment by Payer or UBHIPA, insolvency of Payer or UBHIPA, or breach of this Agreement, shall
Provider bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from,
or have any recourse against a Covered Person or person acting on his/her/their behalf (other than Payer
or UBHIPA), for the provision of Covered Services. This Section 3.3 shall not prohibit Provider from
collecting copayments as specifically provided in the Benefit Contractor fees for non-Covered Services
delivered on a fee-for-service basis to a Covered Person; provided, however, that Provider shall have
advised the Covered Person that the service is a non-Covered Service and of the Covered Person’s
liability related thereto prior to providing the non-Covered Service. If Provider has not been given a list
of Covered Services by Payer, and/or Provider is uncertain as to whether a service is a Covered Service,
Provider shall contact Payer or its designee and obtain a coverage determination prior to advising a
Covered Person as to coverage and liability for payment and prior to providing the non-Covered
Service. This Section 3.3 shall survive termination of this Agreement for any reason, and shall
supersede any oral or written agreement now existing or hereafter entered into between Provider and
Covered Person or person acting on his or her behalf.

3.4 Provider Manual. Provider shall comply with the provider manual and credentialing plan or criteria,
of Payer or its designee, as applicable, which shall be incorporated by reference and made a part of this
Agreement and may be amended from time to time. Provider acknowledges that the provider manual may
contain service and contract requirements imposed upon UBHIPA and Provider by certain Payers or their
designees, as identified in the provider manual and Provider shall comply with all such requirements.
Failure to comply with the protocols and standards of UBHIPA may result in denial of payment to Provider
and/or termination of this Agreement.

3.5 Utilization Management, Quality Improvement and Other UBHIPA Programs. Provider shall
cooperate with all credentialing and recredentialing processes and all utilization management, quality
improvement, peer review, Covered Person grievance, on site concurrent review, or other similar programs
of Payer or its designee. The applicable quality management programs and procedures do not diminish
Provider's obligation to provide services to Covered Persons in accordance with the applicable standard of
care.

3.6 Protocols. Provider shall comply with protocols of UBHIPA or Payer, including, but not limited to
the following:

(i)     Be bound by and cooperate with any provider manual and credentialing plan or criteria, as revised
        from time to time by Payer or its designee.

(ii)    Obtain prior authorization for Covered Services as defined by the Benefit Contract, Payer or its
        designee.

(iii)   Follow approved billing procedures of Payer or its designee.


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(iv)   Provide or arrange necessary Emergency Services required to stabilize or protect Covered Person’s
       safety in emergency situations 24 hours per day, 7 days per week.

Failure to comply with the above may result in denial of payment to Provider and/or termination of this
Agreement. If any payment to Provider is denied due to Provider’s failure to comply with the above
protocols, Provider shall not bill the Covered Person for the denied amounts.

3.7 Authorization Requirements. Unless otherwise agreed by Payer or its designee, Provider must
request prior authorization for Covered Services from Payer or its designee, UBH, by telephone prior to
providing any services to a Covered Person, regardless of the time of day or day of week regarding prior
authorization. All Covered Services, including, but not limited to, all psychological testing, must be prior
authorized by Payer or its designee. Emergency Services do not require prior authorization; provided,
however, such Emergency Services will be subject to retrospective review by Payer or its designee to
determine if Covered Person had an Emergency Medical Condition. Any final adverse determination is
subject to the external appeal process available under New York law as applicable, except for Medicare
Covered Person appeals, which shall be in accordance with Centers for Medicare and Medicaid Services
(“CMS”) requirements.

Failure to comply with Section 3 may result in denial of payment to Provider and/or termination of this
Agreement. If any payment to Provider is denied due to Provider’s failure to comply with the above
protocols, Provider shall not bill the Covered Person for the denied amounts.

3.8 Arrangements for Post-Discharge Follow-Up Care. Prior to discharging a Covered Person,
Provider shall coordinate post-discharge follow-up care with Payer or its designee.

3.9 Performance of Activities. All activities described in Section 3 shall be conducted in accordance
with applicable New York State law. Any management activities are either performed by Payer are
performed in accordance with a management services agreement with Payer or its designee.


                                              SECTION 4
                                           Payment Provisions

4.1 Payment for Covered Services. Payer shall pay Provider for Covered Services provided to a
Covered Person by Provider pursuant to the Fee Schedule(s) to be provided by UBH. Unless otherwise
stated in the attached Fee Schedule(s), the obligation for payment for Covered Services provided to a
Covered Person is solely that of Payer or its designee. Claims processing and payment will be made in
accordance with applicable prompt pay requirements.

In the event a Benefit Contract provides for a Covered Person Expense for a point of service benefit that
is stated as a percentage, the amount of the Covered Person Expense shall be calculated in accordance
with such Covered Person’s Benefit Contract as determined by the Payer or its designee. The amount
calculated pursuant to the preceding sentence shall be deducted from the amount Provider is to be paid
for the Covered Services pursuant to this Agreement.


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4.2 IPA as Agent of Provider. UBHIPA may act as agent for Provider with regard to the payment of
claims by the Payer or its designee, and in its capacity as agent may assist Provider in resolving any claims
adjudication issues that Provider may have with Payer or its designee.

4.3 Payment in Full. Provider shall accept as payment in full for Covered Services rendered to Covered
Persons such amounts as are paid by Payer in accordance with this Agreement, and shall not bill Covered
Persons for non-covered charges which result from Payer’s reimbursement in accordance with Section 4.1
and the Fee Schedule. In no event shall Provider bill a Covered Person for the difference between
Provider’s charges and the amount Provider has agreed to accept as full reimbursement under this
Agreement. Provider may collect Covered Person Expenses from the Covered Person.

Provider acknowledges that UBHIPA is not responsible for claims payment and further acknowledges that
the amounts paid to Provider under this Agreement include payment for Covered Services for Covered
Persons who are enrolled as Medicare beneficiaries.

4.4 Submission of Claims. Provider shall submit claims for Covered Services in a manner and format
prescribed by UBHIPA, which may be in an electronic format. All information necessary to process the
claims must be received no more than 90 days from the date of discharge and 90 days from the date all
outpatient Covered Services are rendered. Provider agrees that claims received after this time period may be
rejected for payment.

For an electronic submission of a claim, Provider shall submit claims to Payer or its designee electronically
in a format that complies with the transaction and code set standards co-established by the Health Insurance
Portability and Accountability Act of 1996 and its implementing regulations, as may be amended from time
to time (collectively, “HIPAA”), or in accordance with NYCRR Section 217.2, as may be amended from
time to time, if it is a paper claim.
Provider shall not bill the Covered Person for Covered Services if Provider fails to submit claims in
accordance with the above provisions.

Payer shall have the right to make, and Provider shall have the right to request, corrective adjustments to a
previous payment; provided however, that Payer shall have no obligation to pay additional amounts after 12
months from the date the initial claim was paid.

4.5 Contracted Rate for Covered Persons. Provider agrees to continue to provide Covered Services to
Covered Persons who have exhausted his/her benefits for Covered Services under the Benefit Contract and
to charge no more than the contracted rate for those Covered Services. Provider may bill the Covered
Person directly for those Covered Services for which coverage under the Benefit Contract has been
exhausted.

                                              SECTION 5
                                           Liability of Parties,
                                     Laws, Regulations and Licenses

5.1 Responsibility for Damages. Each party shall be responsible for any and all damages, claims,
liabilities or judgments which may arise as a result of its own negligence or intentional wrongdoing. Any

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costs for damages, claims, liabilities or judgments incurred at any time by one party as a result of the other
party's negligence or intentional wrongdoing shall be paid for or reimbursed by the other party.

5.2 Provider Liability Insurance. Provider shall procure and maintain, at Provider's sole expense, (i)
medical malpractice insurance in the amounts of One Million Three Hundred Thousand Dollars
($1,300,000.00) per occurrence and Three Million Nine Hundred Thousand Dollars ($3,900,000.00)
aggregate, and (ii) comprehensive general and/or umbrella liability insurance in the amount of One Million
Dollars ($1,000,000.00) per occurrence and aggregate or such other amount as may be required under the
applicable credentialing plan or criteria. Notwithstanding the foregoing, UBHIPA, Payer or its designee
reserves the right to approve insurance coverage in a lesser amount than required under this Section 5.2
and/or the credentialing plan or criteria. In the event of any inconsistencies between the insurance
requirements set forth in this Section 5.2 and the credentialing plan or criteria, the credentialing plan or
criteria shall govern. Provider's medical malpractice insurance shall be either occurrence or claims made. If
a claim is made against a policy, Provider will obtain coverage for an extended period reporting option
under such terms and conditions as may be reasonably required by UBHIPA. Prior to the Effective Date of
this Agreement and at each policy renewal thereafter, Provider shall submit to UBHIPA in writing evidence
of insurance coverage.

5.3 Self-Insurance Option. In lieu of compliance with Section 5.2, Provider may, with the prior
written approval of UBHIPA, self-insure for medical malpractice liability, as well as comprehensive
general liability. Provider shall maintain a separate reserve for its self-insurance. Upon reasonable
request by UBHIPA, Provider shall provide a statement, verified by an independent auditor or actuary,
that the reserve maintained by Provider for its self-insurance is sufficient and adequate. In addition to
maintaining its self-insurance, Provider shall assure that all health care professionals employed by or
under contract with Provider to render Covered Services to Covered Persons procure and maintain
adequate medical malpractice insurance unless they are covered by Provider's self-insurance.

5.4 Laws, Regulations and Licenses. Provider shall maintain in good standing all federal, state and local
licenses, certifications and permits, without sanction, revocations, suspensions, censure, probation or
material restriction, which are required to provide Covered Services according to the laws of the jurisdiction
in which Covered Services are provided, and shall comply with all applicable statutes and regulations.
Provider shall also require that all health care professionals employed by or under contract with Provider to
render Covered Services to Covered Persons comply with this provision.


                                                  SECTION 6
                                                    Notices

6.1 Communications; Notice. Unless otherwise specified in this Agreement, any notice or other
communication required or permitted shall be in writing. All written notices or communication shall be
deemed to have been given when delivered in person; or, if delivered by first-class United States mail,
on the date mailed, proper postage prepaid and properly addressed to the appropriate party at the address
set forth at the signature portion of this Agreement or to another more recent address of which the
sending party has received written notice. The parties shall provide each other with proper addresses of
all designees that should receive certain notices or communication instead of that party.

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6.2 Notification of Changes to UBHIPA. Provider shall notify UBHIPA within 10 days of
knowledge of the following that involve Provider’s performance under this Agreement:

(i)     Changes in liability insurance carriers, termination of, renewal of or any other material changes
        in Provider's liability insurance, including reduction of limits, erosion of aggregate, changes in
        retention or non-payment of premium, or any material adverse change in Provider's financial
        status which affects its self-insurance.
(ii)    Action which may result in or the actual suspension, sanction, revocation, condition, limitation,
        qualification or other material restriction on Provider's or any Facility-based Provider's licenses,
        certifications or permits by any government or accrediting agency under which Provider or the
        Facility-based Provider is authorized to provide health care services.

(iii)   A change in Provider's name, ownership or Federal Tax I.D. number.

(iv)    Action taken by Provider to suspend, revoke or allow the voluntary relinquishment of the
        medical staff membership or clinical privileges of any Facility-based Provider , unless the action
        taken will last 30 days or less.

(v)     Claims or legal actions for professional negligence or bankruptcy.

(vi)    Indictment, arrest or conviction for a felony or for any criminal charge related to the practice of
        Provider’s profession.


                                                 SECTION 7
                                                  Records

7.1 Confidentiality of Records. UBHIPA and Provider shall maintain the confidentiality of all Covered
Person records in accordance with HIPAA and any other applicable statutes and regulations.

7.2 Maintenance of and UBHIPA Access to Records. Provider shall maintain adequate medical,
financial and administrative records related to Covered Services provided by Provider under this Agreement
and in a manner consistent with the standards of the community and in accordance with all applicable
statutes and regulations.

In order to perform quality management activities, UBHIPA, Payer or its designee shall have access to such
information and records, including claim records, within 14 days from the date the request is made, except
that in the case of an audit by Payer, such access shall be given at the time of the audit. Provider shall
provide copies of such records without charge.

Unless a longer time period is required by applicable statutes or regulations or the provider manual,
UBHIPA shall have access to and the right to audit information and records during the term of this
Agreement and for at least six (6) years following its termination.

It is Provider's responsibility to obtain any Covered Person's consent in order to provide UBHIPA with
requested information and records or copies of records and to release such information or records to Payers
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or its designee as necessary to conduct quality assurance, administer the Benefit Contract or comply with
any state or federal laws applicable to the Payers or its designee.

Provider acknowledges that in receiving, storing, processing or otherwise dealing with information about
Covered Persons, it is fully bound by the provisions of the federal regulations governing Confidentiality of
Alcohol and Drug Abuse Patient Records, 42 CFR Part 2, as may be amended from time to time, and
Provider agrees that it will resist in judicial proceedings any effort to obtain access to information pertaining
to patients otherwise than as expressly provided for in such federal confidentiality regulations.

This Section 7.2 shall not be construed to grant UBHIPA access to Provider's records that are created for
purposes of assessing Provider's peer review activities, except to the extent the federal and/or state
government and any of their authorized representatives have access to such records pursuant to Section 7.3.

7.3 Government and Accrediting Agency Access to Records. The federal, state and local government,
or accrediting agencies including, but not limited to, the National Committee for Quality Assurance
("NCQA"), and any of their authorized representatives, shall have access to, and UBHIPA, Payer or its
designee, and Provider are authorized to release, in accordance with applicable statutes and regulations, all
information and records or copies of such, within the possession of UBHIPA, Payer or its designee or
Provider, which are pertinent to and involve transactions related to this Agreement if such access is
necessary to comply with accreditation standards, statutes or regulations applicable to UBHIPA, Payer or
Provider.


                                                SECTION 8
                                            Resolution of Disputes

UBHIPA or Payer or its designee and Provider will work together in good faith to resolve any disputes
about their business relationship. If the parties are unable to resolve the dispute within 30 days following
the date one party sent written notice of the dispute to the other party, and if UBHIPA, Payer or its designee
has consented in writing to binding arbitration wishes to pursue the dispute, it shall be submitted to binding
arbitration in accordance with the rules of the American Arbitration Association. In no event may
arbitration be initiated more than one year following the sending of written notice of the dispute. Any
arbitration proceeding under this Agreement shall be conducted in the State of New York or a location
selected by the AAA if the parties cannot agree on a location. The arbitrators may construe and interpret but
shall not vary or ignore the terms of this Agreement, shall have no authority to award any punitive or
exemplary damages, and shall be bound by controlling law. If the dispute pertains to a matter which is
generally administered by certain UBHIPA and/or Payer procedures, such as a credentialing or quality
improvement plan, the procedures set forth in that plan must be fully exhausted by Provider before Provider
may invoke its right to arbitration under this Section 8. The parties acknowledge that because this
Agreement affects interstate commerce the Federal Arbitration Act applies; provided, however, that
UBHIPA and Provider acknowledge that the State Department of Health (“SDOH”) is not bound by
arbitration or mediation decisions. Any arbitration or mediation shall occur within New York State, and
SDOH shall be given notice of all issue going to arbitration or mediation, and copies of all decisions.


                                                   SECTION 9
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                                          Term and Termination

9.1 Term. This Agreement shall begin on the Effective Date and it shall remain in effect for an initial
term ending on {<<             >>}, and shall automatically renew for successive 1-year terms until it is
terminated as provided in Section 9.2.
9.2 Termination. This Agreement may be terminated as follows:

(i)     By Provider or UBHIPA without cause upon providing at least 60 days’ prior written notice to the
        other party;

(ii)    By either party on each January first occurring after this Agreement has been in effect for at least
        one year, upon 60 days notice to the other party; provided, however, that any non-renewal shall not
        constitute a termination for purposes of this Section 9.2;

(iii)   Immediately by UBHIPA upon written notice to Provider in the event of:
        (a) conduct by Provider or Provider's employees, personnel or agents which in the sole judgment
             of UBHIPA poses imminent harm to patient care;

        (b)   a determination by UBHIPA that Provider or Provider's employees, personnel or agents have
               engaged in fraud; or

        (c) a final disciplinary action by a State licensing board or other governmental agency that impairs
              Provider's ability to provide services under this Agreement, including a decision by CMS or
              the New York State Department of Health to suspend, terminate or deny approval to Provider
              to participate in the Medicare or Medicaid, Family Health Plus and Child Health Plus
              programs.

(iv)    In the event Provider defaults in the performance of any material duty or obligation hereunder, other
        than a breach of duty or obligation set forth in Section 9.2(iii), UBHIPA shall give Provider written
        notice identifying the alleged default or breach. If Provider does not cure such default or breach
        within 30 days, or in the event Provider has objected to an amendment proposed pursuant to Section
        10.1, UBHIPA may, at its option, provide Provider with written notice of termination which written
        notice shall state the ground for the proposed termination. Any termination under this Section
        9.2(iv) shall take effect on the earliest date permissible under applicable law. Provider has the right
        to request a hearing or review, at provider’s discretion, before a panel appointed by UBHIPA and a
        time limit of not less than 30 days within which Provider may request a hearing. Either party may
        terminate this Agreement in accordance with Section 10.8.

(v)     Either party may terminate this Agreement upon 60 days’ written notice if the other party: (i)
        becomes insolvent; (ii) assigns or has its assets transferred to a receivership; or (iii) brings a
        proceeding voluntarily, or has a proceeding brought against it involuntarily, under the federal
        Bankruptcy Act.

9.3 Information to Covered Persons. Provider acknowledges the right of Payer or its designee to inform
Covered Persons of Provider’s termination and agrees to cooperate with Payer or its designee regarding the
form of such notification.
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9.4 Continuation of Services After Termination. Provider agrees to accept reimbursement at the then
applicable rates pursuant to this Agreement and agrees to adhere to the policies and procedures, including,
but not limited to, any provider manual of UBHIPA, Payer or its designee, as applicable, for any
continuation of services after termination.
In the event of termination of an agreement between UBHIPA and Payer, Provider agrees to provide
Covered Services to Covered Persons pursuant to the terms of this Agreement for 90 days following such
termination, or until such time as Payer makes other arrangements for the provision of services, whichever
occurs earlier.

This Section 9.4 shall survive the termination of this Agreement and the termination of the agreement
between UBHIPA and Payer, regardless of the cause of termination.


                                              SECTION 10
                                              Miscellaneous

10.1 Amendment. UBHIPA may also unilaterally amend this Agreement without signature of Provider
to comply with the requirements of state and federal regulatory authorities. Any amendment shall be
effective within 30 days of Provider’s receipt thereof unless Provider provides any objection in writing
to UBHIPA within such 30 day period. There shall be no oral amendments to this Agreement.
Renegotiation of the rates in this Agreement shall be upon the mutual consent of the parties.
Notwithstanding the above, any material amendment, as defined by SDOH, to this Agreement shall
require the prior written approve of SDOH. Any such material amendment shall be submitted for
approval at least 90 days in advance of anticipated execution.

10.2 Assignment. UBHIPA may assign all or any of its rights and responsibilities under this Agreement to
any entity controlling, controlled by or under common control with UBHIPA. Provider may assign any of its
rights and responsibilities under this Agreement to any person or entity only upon the prior written consent
of UBHIPA, which consent shall not be unreasonably withheld. No party shall assign this Agreement,
except to affiliates of UBHIPA, without the prior approval of SDOH.

10.3 Administrative Responsibilities.         Provider acknowledges and agrees that certain Payer
responsibilities may actually be performed by its designee.

10.4 Relationship Between UBHIPA and Provider. The relationship between UBHIPA and Provider is
solely that of independent contractors and nothing in this Agreement or otherwise shall be construed or
deemed to create any other relationship, including one of employment, agency or joint venture.

10.5 Name, Symbol and Service Mark. During the term of this Agreement, Provider, UBHIPA and
Payer or its designee, as applicable, shall have the right to use each other's name solely to make public
reference to Provider as a Participating Provider. Provider, UBHIPA, and Payer shall not otherwise use
each other's name, symbol or service mark without prior written approval.



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10.6 Confidentiality. Neither party shall disclose to third parties any confidential or proprietary business
information which it receives from the other party, including, but not limited to, financial statements,
business plans, protocols and programs; except that (i) Provider may disclose information to a Covered
Person relating to the Covered Person's treatment plan and the payment methodology, but not specific rates,
and (ii) UBHIPA may disclose certain terms to Payers or designees that need the information to process
claims or administer a Benefit Contract, and may file the form of this Agreement with any federal or state
regulatory entity as may be required by applicable law.

10.7 Communication. UBHIPA encourages Provider to discuss with Covered Persons treatment options
and their associated risks and benefits, regardless of whether the treatment is covered under the Covered
Person’s Benefit Contract. Nothing in this Agreement is intended to interfere with Provider’s relationship
with Covered Persons as patients of Provider, or with Payer’s ability to administer its quality management
and credentialing programs.

10.8 Effect of New Statutes and Regulations and Changes of Conditions. The parties agree to re-
negotiate this Agreement if either party would be materially adversely affected by continued performance as
a result of a change in laws or regulations, a requirement that one party comply with an existing law or
regulation contrary to the other party's prior reasonable understanding, or a material change in UBHIPA’s
arrangements with Payers. The party affected must promptly notify the other party of the change or required
compliance and its desire to re-negotiate this Agreement. If a new agreement is not executed within 30 days
of receipt of the re-negotiation notice, the party adversely affected shall have the right to terminate this
Agreement upon 45 days prior written notice to the other party. Any such notice of termination must be
given within 10 days of the end of the 30-day re-negotiation period.

10.9 Appendices. The parties agree to abide by the appendices attached to and made a part of this
Agreement. In addition, the “New York State Department of Health Standard Clauses for Managed
Care Provider/IPA Contracts,” attached to this Agreement, are expressly incorporated into this
Agreement and are binding upon the parties to this Agreement. In the event of any inconsistent or
contrary language between the Standard Clauses and any other part of this Agreement, including but not
limited to appendices, amendments and exhibits, the parties agree that the provisions of the Standard
Clauses shall prevail, except to the extent applicable law requires otherwise and/or to the extent a
provision of this Agreement exceeds the minimum requirements of the Standard Clauses.

10.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties in regard
to its subject matter and replaces any prior written or oral agreements between the parties with respect to the
subject matter hereof.

10.11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York.

10.12 Medicaid Covered Persons. If a Medicaid, Family Health Plus and Child Health Plus Appendix is
attached to this Agreement Provider agrees to provide Covered Services to Covered Persons enrolled in a
Benefit Contract for Medicaid, Family Health Plus and Child Health Plus recipients and to comply with any
additional requirements set forth in the Medicaid, Family Health Plus and Child Health Plus Appendix.


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10.13 Medicare Covered Persons. If a Medicare Advantage Appendix is attached to this Agreement,
Provider agrees to provide Covered Services under this Agreement, to Covered Persons who are enrolled in
a Benefit Contract for Medicare beneficiaries and to cooperate and comply with the provisions set forth in
the attached Medicare Advantage Appendix. Provider also understands and agrees that UBHIPA’s
agreements with Participating Providers are subject to review and approval by CMS.

10.14 SDOH Approval. This Agreement is subject to the approval of SDOH as to form and, if
implemented prior to such approval, the parties agree to incorporate into this Agreement any and all
modifications required by SDOH for approval or, alternatively, to terminate this Agreement if so
directed by SDOH, effective sixty 60 days subsequent to notice.




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THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT
              MAY BE ENFORCED BY THE PARTIES.


       The Effective Date of this Agreement is                                            .

     UNITED BEHAVIORAL HEALTH OF {<<NAME/ADDRESS OF PROVIDER >>}
     NEW YORK, I.P.A., INC.             _________________________________
                                        _________________________________
                                        _________________________________
     Signature_________________________

     Print Name________________________          Signature_________________________

     Title______________________________         Print Name________________________

                                                 Title______________________________
     Date_____________________________

                                                 Date_____________________________

                                                 Federal Tax ID Number: _____________

                                                 Medicare Number:__________________

                                                 Medicaid Number:__________________




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The following four (4) regulatory appendices are incorporated by reference and made a part of this
agreement:

                           NEW YORK REGULATORY APPENDIX

          NEW YORK STATE DEPARTMENT OF HEALTH “STANDARD CLAUSES”

                            MEDICARE ADVANTAGE APPENDIX

        MEDICAID, FAMILY HEALTH PLUS AND CHILD HEALTH PLUS APPENDIX




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                          NEW YORK REGULATORY APPENDIX

The provisions of this New York Regulatory Appendix (this “Regulatory Appendix”) supplements and
is made part of this Agreement and apply to all Covered Services provided by Provider to Covered
Persons covered by Benefit Contracts.

UBHIPA and Provider each agree to be bound by the terms and conditions contained in this Regulatory
Appendix. In the event of a conflict or inconsistency between this Regulatory Appendix and any term
or condition contained in this Agreement, this Regulatory Appendix shall control.

Unless otherwise defined in this Regulatory Appendix, all capitalized terms contained in the Appendix
shall be defined as set forth in this Agreement.

1.       Continuity of Care. If Provider leaves UBHIPA’s network of providers for reasons other than
those for which Provider would not be eligible to receive a hearing pursuant the Termination and
Hearing section of this Regulatory Appendix, UBHIPA shall permit a Covered Person who is receiving
care from Provider to continue an ongoing course of treatment with Provider during a transitional period
of: (i) up to ninety (90) days from the date of notice to the Covered Person of the Provider’s
disaffiliation from UBHIPA’s network; or (ii) if the Covered Person has entered the second trimester of
pregnancy at the time of Provider’s disaffiliation, for a transitional period that includes the provision of
post-partum care directly related to the delivery.

Notwithstanding the above, such care shall be authorized by UBHIPA during the transitional period
only if Provider agrees: to continue to accept reimbursement from UBHIPA at the rates applicable prior
to the start of the transitional period as payment in full; adhere to UBHIPA’s quality assurance
requirements and provide to UBHIPA the necessary medical information related to such care; and to
otherwise adhere to UBHIPA’s policies and procedures, including but not limited to procedures
regarding referrals and obtaining pre-authorization and a treatment plan approved by UBHIPA.

2.      Health Care Professionals Credentialing. If Provider is a health care professional, as defined
by New York Public Health Law § 4406-d(9), prior to entering into this Agreement, UBHIPA made
available and disclosed to Provider written application procedures and minimum qualification
requirements that Provider must meet in order to be considered by UBHIPA. UBHIPA shall also make
such application procedures and minimum qualification requirements available to Provider again upon
request. UBHIPA consults with appropriately qualified health care professionals in developing its
qualification requirements.




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3.      Health Care Professionals Termination and Hearing. If Provider is a health care professional
entitled to the right to a hearing, as defined by New York Public Health Law § 4406-d(9), UBHIPA
shall provide written notice of termination to Provider.

       (i)        Notice. Such notice shall include:

                  (a)    the reasons for the proposed action;

                  (b)     notice that Provider has the right to request a hearing or review, at Provider’s
                  discretion, before a panel appointed by UBH;
                  (c)    a time limit of not less than thirty (30) days within which Provider may request a
                  hearing; and

                  (d)     a time limit for a hearing date which must be held within thirty (30) days after the
                  date of receipt of Provider’s request for a hearing.

       (ii)       Hearing. Any hearing conducted under this section shall conform to the following
                  guidelines:

                  (a)     UBHIPA shall appoint three persons to comprise the hearing panel. At least one
                  person shall be a clinical peer in the same discipline and the same or similar specialty as
                  Provider. The hearing panel may consist of more than three persons; provided, however,
                  that the number of clinical peers on such panel shall constitute one-third or more of the
                  total membership of the panel.

                  (b)    The hearing panel shall render a decision on the proposed action in a timely
                  manner. Such decision shall include Provider’s reinstatement by Payer or its designee,
                  Provider’s provisional reinstatement subject to conditions set forth by Payer or its
                  designee, or Provider’s termination. Such decision shall be provided in writing to
                  Provider.

                  (c)    A decision by the hearing panel to terminate Provider shall be effective not less
                  than 30 days after Provider’s receipt of the hearing panel’s decision, subject to, however,
                  the continuity of care provisions of New York Public Health Law § 4403(6)(e).

                  (d)     In no event shall termination be effective earlier than sixty (60) days from the
                  receipt of the notice of termination.

       (iii)      When Not Applicable. The notice and hearing provisions do not apply in cases involving
                  imminent harm to patient care, a determination of fraud, or a final disciplinary action by a
                  state licensing board or other governmental agency that impairs Provider’s ability to
                  practice.


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4.      Non-Renewal of Agreement. Either party may exercise a right of non-renewal at the expiration
of the contract period set forth in this Agreement, or, if no contract period is specified, on each January
first occurring after the contract has been in effect for at least one year, upon sixty days notice to the
other party; provided, however, that any non-renewal shall not constitute a termination for purposes of
Section 3 of this Regulatory Appendix.

5.       Provider Termination – Prohibited Practices. UBHIPA shall not terminate this Agreement or
refuse to renew this Agreement, solely because Provider has: (i) advocated on behalf of Covered Person;
(ii) filed a complaint against Payer or its designee; (iii) appealed a decision made by Payer or its
designee; (iv) provided information or filed a report pursuant to New York Public Health Law § 4406-c;
or (v) requested a hearing or review pursuant to New York law.

6.      Provider Compensation. This Agreement and any attachments made a part of that agreement
shall state:

       (i)        the method by which payments to Provider, including any prospective or retrospective
                  adjustments thereto, shall be calculated; and

       (ii)       the time periods within which such calculations shall be completed, the dates upon which
                  any such payments and adjustments shall be determined to be due, and the dates upon
                  which any such payments and adjustments shall be made.

7.    Provider Payment – Prohibited Practices. The following provision shall only apply if
UBHIPA contracts with a Payer or enter into a risk-sharing arrangement subject to Regulation 164.
Under Regulation 164, Provider shall not:

       (i)        Provider will not, in the event of default by UBHIPA, demand payment from Payer for
                  any Covered Services rendered to Covered Persons for which the in-network capitation
                  payment was made by the Payer to UBHIPA pursuant to an agreement that includes a
                  prepaid capitation arrangement and is subject to New York State Department of
                  Insurance Regulation 164;

       (ii)       Provider shall not collect or attempt to collect from Covered Persons any amounts owed
                  to Provider for Covered Services, other than Covered Person Expenses; or

       (iii)      In the event an agreement between a Payer and UBHIPA is terminated by the New York
                  State Department of Insurance’s Superintendent (“Superintendent”) pursuant to 11
                  N.Y.C.R.R §101.9(a)(7), this Agreement may be assigned on a prospective basis (without
                  any obligation to pay any amounts owed to Provider by UBHIPA) to each Payer that
                  entered into an agreement with UBHIPA for a period of time that is determined by either:
                  (a) the Commissioner of the New York State Department of Health with respect to Payers
                  certified pursuant to Article 44 of the Public Health Law, or (b) the Superintendent with
                  respect to all other Payers. This assignment is necessary in order to provide the services
                  that the Payer is legally obligated to deliver to its Covered Persons. However, no such
                  assignment shall exceed 12 months from the date the agreement between the Payer and
                  UBHIPA is terminated by the Superintendent.
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8.     Provider Communication – Prohibited Practices. UBHIPA shall not prohibit or restrict
Provider from disclosing to a Covered Person or prospective Covered Person any information that
Provider deems appropriate regarding:

       (a)     a condition or a course of treatment with Covered Person including the availability of
       other therapies, consultations, or tests; or

       (b)    the provisions, terms, or requirements of Benefit Contracts as they relate to the Covered
       Persons, where applicable.




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                        NEW YORK STATE DEPARTMENT OF HEALTH
                                 STANDARD CLAUSES
                      FOR MANAGED CARE PROVIDER/IPA CONTRACTS

                                             (Revised 1/1/07)

Notwithstanding any other provision of this agreement, contract, or amendment (hereinafter “the
Agreement” or “this Agreement”) the parties agree to be bound by the following clauses which are
hereby made a part of the Agreement. Further, if this Agreement is between a Managed Care
Organization and an IPA, or between an IPA and an IPA, such clauses must be included in IPA
contracts with providers, and providers must agree to such clauses.

DEFINITIONS FOR PURPOSES OF THIS APPENDIX

“Managed Care Organization” or “ MCO” shall mean the person, natural or corporate, or any groups of
such persons, certified under Public Health Law Article 44, who enter into an arrangement, agreement
or plan or any combination of arrangements or plans which provide or offer, or which do provide or
offer, a comprehensive health services plan.

“Independent Practice Association” or “IPA” shall mean an entity formed for the limited purpose of
arranging by contract for the delivery or provision of health services by individuals, entities and
facilities licensed or certified to practice medicine and other health professions, and, as appropriate,
ancillary medical services and equipment, by which arrangements such health care providers and
suppliers will provide their services in accordance with and for such compensation as may be
established by a contract between such entity and one or more MCOs. “IPA” may also include, for
purposes of this Agreement, a pharmacy or laboratory with the legal authority to contract with other
pharmacies or laboratories to arrange for or provide services to enrollees of a New York State MCO.

“Provider” shall mean physicians, dentists, nurses, pharmacists and other health care professionals,
pharmacies, hospitals and other entities engaged in the delivery of health care services which are
licensed and/or certified as required by applicable federal and state law.

B.     GENERAL TERMS AND CONDITIONS

1.     This Agreement is subject to the approval of the New York State Department of Health and if
       implemented prior to such approval, the parties agree to incorporate into this Agreement any and
       all modifications required by the Department of Health for approval or, alternatively, to
       terminate this Agreement if so directed by the Department of Health, effective sixty (60) days
       subsequent to notice, subject to Public Health Law §4403(6)(e). This Agreement is the sole
       agreement between the parties regarding the arrangement established herein.

2.     Any material amendment to this Agreement is subject to the prior approval of the Department of
       Health, and any such amendment shall be submitted for approval at least 30 days, or ninety (90)
       days if the amendment adds or materially changes a risk sharing arrangement that is subject to
       Department of Health review, in advance of anticipated execution. To the extent the MCO
       provides and arranges for the provision of comprehensive health care services to enrollees served
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       by the Medical Assistance Program, the MCO shall notify and/or submit a copy of such material
       amendment to DOH or New York City, as may be required by the Medicaid managed care
       contract between the MCO and DOH (or New York City) and/or the Family Health Plus contract
       between the MCO and DOH.

3.     Assignment of an agreement between an MCO and (1) an IPA, (2) institutional network
       provider, or (3) medical group provider that serves five percent or more of the enrolled
       population in a county, or the assignment of an agreement between an IPA and (1) an
       institutional provider or (2) medical group provider that serves five percent or more of the
       enrolled population in a county, requires the prior approval of the Commissioner of Health.

4.     The provider agrees, or if the Agreement is between the MCO and an IPA or between an IPA
       and an IPA, the IPA agrees and shall require the IPA’s providers to agree, to comply fully and
       abide by the rules, policies and procedures that the MCO (a) has established or will establish to
       meet general or specific obligations placed on the MCO by statute, regulation, or DOH or SID
       guidelines or policies and (b) has provided to the provider at least thirty (30) days in advance of
       implementation, including but not limited to:


       •   quality improvement/management;

       •   utilization management, including but not limited to precertification procedures, referral
           process or protocols, and reporting of clinical encounter data;

       •   member grievances; and

       •   provider credentialing.

5.     The provider or, if the Agreement is between the MCO and an IPA, or between an IPA and an
       IPA, the IPA agrees, and shall require its providers to agree, to not discriminate against an
       enrollee based on color, race, creed, age, gender, sexual orientation, disability, place of origin,
       source of payment or type of illness or condition.

6.     If the provider is a primary care practitioner, the provider agrees to provide for twenty-four (24)
       hour coverage and back up coverage when the provider is unavailable. The provider may use a
       twenty-four (24) hour back-up call service provided appropriate personnel receive and respond
       to calls in a manner consistent with the scope of their practice.

7.     The MCO or IPA which is a party to this Agreement agrees that nothing within this Agreement
       is intended to, or shall be deemed to, transfer liability for the MCO’s or IPA’s own acts or
       omissions, by indemnification or otherwise, to a provider.

8.     Notwithstanding any other provision of this Agreement, the parties shall comply with the
       provisions of the Managed Care Reform Act of 1996 (Chapter 705 of the Laws of 1996) and
       Chapter 551 of the Laws of 2006, and all amendments thereto.

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9.     To the extent the MCO enrolls individuals covered by the Medical Assistance and/or Family
       Health Plus programs, this Agreement incorporates the pertinent MCO obligations under the
       Medicaid managed care contract between the MCO and DOH (or New York City) and/or the
       Family Health Plus contract between the MCO and DOH as if set forth fully herein, including:


           a.     The MCO will monitor the performance of the Provider or IPA under the Agreement, and
                  will terminate the Agreement and/or impose other sanctions, if the Provider’s or IPA’s
                  performance does not satisfy standards set forth in the Medicaid managed care and/or
                  Family Health Plus contracts;

           b.     The Provider or IPA agrees that the work it performs under the Agreement will conform
                  to the terms of the Medicaid managed care contract between the MCO and DOH (or
                  between the MCO and New York City) and/or the Family Health Plus contract between
                  the MCO and DOH, and that it will take corrective action if the MCO identifies
                  deficiencies or areas of needed improvement in the Provider’s or IPA’s performance; and

           c.     The Provider or IPA agrees to be bound by the confidentiality requirements set forth in
                  the Medicaid managed care contract between the MCO and DOH (or between the MCO
                  and New York City) and/or the Family Health Plus contract between the MCO and DOH.

           d.     The MCO and the Provider or IPA agree that a woman’s enrollment in the MCO’s
                  Medicaid managed care or Family Health Plus product is sufficient to provide services to
                  her newborn, unless the newborn is excluded from enrollment in Medicaid managed care
                  or the MCO does not offer a Medicaid managed care product in the mother’s county of
                  fiscal responsibility.

           e.     The MCO shall not impose obligations and duties on the Provider or IPA that are
                  inconsistent with the Medicaid managed care and/or Family Health Plus contracts, or that
                  impair any rights accorded to DOH, the local Department of Social Services, or the
                  United States Department of Health and Human Services.


10.    The parties to this Agreement agree to comply with all applicable requirements of the Federal
       Americans with Disabilities Act.

11.    The provider agrees, or if the Agreement is between the MCO and an IPA or between an IPA
       and an IPA, the IPA agrees and shall require the IPA’s providers to agree, to comply with the
       HIV confidentiality requirements of Article 27-F of the Public Health Law.

C.     PAYMENT; RISK ARRANGEMENTS

1.     Enrollee Non-liability. Provider agrees that in no event, including, but not limited to,
       nonpayment by the MCO or IPA, insolvency of the MCO or IPA, or breach of this Agreement,
       shall Provider bill, charge, collect a deposit from, seek compensation, remuneration or
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       reimbursement from, or have any recourse against a subscriber, an enrollee or person (other than
       the MCO or IPA) acting on his/her/their behalf, for services provided pursuant to the subscriber
       contract or Medicaid Managed Care contract or Family Health Plus contract and this Agreement,
       for the period covered by the paid enrollee premium. In addition, in the case of Medicaid
       Managed Care, provider agrees that, during the time an enrollee is enrolled in the MCO, he/she/it
       will not bill the New York State Department of Health or the City of New York for Covered
       Services within the Medicaid Managed Care Benefit Package as set forth in the Agreement
       between the MCO and the New York State Department of Health. In the case of Family Health
       Plus, provider agrees that, during the time an enrollee is enrolled in the MCO, he/she/it will not
       bill the New York State Department of Health for Covered Services within the Family Health
       Plus Benefit Package, as set forth in the Agreement between the MCO and the New York State
       Department of Health. This provision shall not prohibit the provider, unless the MCO is a
       managed long term care plan designated as a Program of All-Inclusive Care for the Elderly
       (PACE), from collecting copayments, coinsurance amounts, or permitted deductibles, as
       specifically provided in the evidence of coverage, or fees for uncovered services delivered on a
       fee-for-service basis to a covered person provided that provider shall have advised the enrollee
       in writing that the service is uncovered and of the enrollee's liability therefor prior to providing
       the service. Where the provider has not been given a list of services covered by the MCO,
       and/or provider is uncertain as to whether a service is covered, the provider shall make
       reasonable efforts to contact the MCO and obtain a coverage determination prior to advising an
       enrollee as to coverage and liability for payment and prior to providing the service. This
       provision shall survive termination of this Agreement for any reason, and shall supersede any
       oral or written agreement now existing or hereafter entered into between provider and enrollee or
       person acting on his or her behalf.

2.     Coordination of Benefits (COB). To the extent otherwise permitted in this Agreement, the
       provider may participate in collection of COB on behalf of the MCO, with COB collectibles
       accruing to the MCO or to the provider. However, with respect to enrollees eligible for medical
       assistance, or participating in Child Health Plus or Family Health Plus, the provider shall
       maintain and make available to the MCO records reflecting COB proceeds collected by the
       provider or paid directly to enrollees by third party payers, and amounts thereof, and the MCO
       shall maintain or have immediate access to records concerning collection of COB proceeds.


3.     The parties agree to comply with and incorporate the requirements of Physician Incentive Plan
       (PIP) Regulations contained in 42 CFR §438.6(h), 42 CFR § 422.208, and 42 CFR § 422.210
       into any contracts between the contracting entity (provider, IPA, hospital, etc.) and other
       persons/entities for the provision of services under this Agreement. No specific payment will be
       made directly or indirectly under the plan to a physician or physician group as an inducement to
       reduce or limit medically necessary services furnished to an enrollee.

D.     RECORDS; ACCESS

1.     Pursuant to appropriate consent/authorization by the enrollee, the provider will make the
       enrollee's medical records and other personally identifiable information (including encounter
       data for government-sponsored programs) available to the MCO (and IPA if applicable), for
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       purposes including preauthorization, concurrent review, quality assurance, provider claims
       processing and payment. The provider will also make enrollee medical records available to the
       State for management audits, financial audits, program monitoring and evaluation, licensure or
       certification of facilities or individuals, and as otherwise required by state law. The provider
       shall provide copies of such records to DOH at no cost. The provider (or IPA if applicable)
       expressly acknowledges that he/she/it shall also provide to the MCO and the State (at no expense
       to the State), on request, all financial data and reports, and information concerning the
       appropriateness and quality of services provided, as required by law. These provisions shall
       survive termination of the contract for any reason.


2.     When such records pertain to Medicaid or Family Health Plus reimbursable services the provider
       agrees to disclose the nature and extent of services provided and to furnish records to DOH
       and/or the United States Department of Health and Human Services, the County Department of
       Social Services, the Comptroller of the State of New York, the New York State Attorney
       General, and the Comptroller General of the United States and their authorized representatives
       upon request. This provision shall survive the termination of this Agreement regardless of the
       reason.

3.     The parties agree that medical records shall be retained for a period of six (6) years after the date
       of service, and in the case of a minor, for three (3) years after majority or six (6) years after the
       date of service, whichever is later, or for such longer period as specified elsewhere within this
       Agreement. This provision shall survive the termination of this Agreement regardless of the
       reason.

4.     The MCO and the provider agree that the MCO will obtain consent directly from enrollees at the
       time of enrollment or at the earliest opportunity, or that the provider will obtain consent from
       enrollees at the time service is rendered or at the earliest opportunity, for disclosure of medical
       records to the MCO, to an IPA or to third parties. If the Agreement is between an MCO and an
       IPA, or between an IPA and an IPA, the IPA agrees to require the providers with which it
       contracts to agree as provided above. If the Agreement is between an IPA and a provider, the
       provider agrees to obtain consent from the enrollee if the enrollee has not previously signed a
       consent for disclosure of medical records.

E.     TERMINATION AND TRANSITION

1.     Termination or non-renewal of an agreement between an MCO and an IPA, institutional network
       provider, or medical group provider that serves five percent or more of the enrolled population in
       a county, or the termination or non-renewal of an agreement between an IPA and an institutional
       provider or medical group provider that serves five percent or more of the enrolled population in
       a county, requires notice to the Commissioner of Health. Unless otherwise provided by statute
       or regulation, the effective date of termination shall not be less than 45 days after receipt of
       notice by either party, provided, however, that termination, by the MCO may be effected on less
       than 45 days notice provided the MCO demonstrates to DOH’s satisfaction prior to termination
       that circumstances exist which threaten imminent harm to enrollees or which result in provider

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       being legally unable to deliver the covered services and, therefore, justify or require immediate
       termination.

2.     If this Agreement is between the MCO and a health care professional, the MCO shall provide to
       such health care professional a written explanation of the reasons for the proposed contract
       termination, other than non-renewal, and an opportunity for a review as required by state law.
       The MCO shall provide the health care professional 60 days notice of its decision to not renew
       this Agreement.

3.     If this Agreement is between an MCO and an IPA, and the Agreement does not provide for
       automatic assignment of the IPA’s provider contracts to the MCO upon termination of the
       MCO/IPA contract, in the event either party gives notice of termination of the Agreement, the
       parties agree, and the IPA's providers agree, that the IPA providers shall continue to provide care
       to the MCO's enrollees pursuant to the terms of this Agreement for 180 days following the
       effective date of termination, or until such time as the MCO makes other arrangements,
       whichever first occurs. This provision shall survive termination of this Agreement regardless of
       the reason for the termination.

4.     Continuation of Treatment. The provider agrees that in the event of MCO or IPA insolvency or
       termination of this contract for any reason, the provider shall continue, until medically
       appropriate discharge or transfer, or completion of a course of treatment, whichever occurs first,
       to provide services pursuant to the subscriber contract, Medicaid Managed Care contract, or
       Family Health Plus contract, to an enrollee confined in an inpatient facility, provided the
       confinement or course of treatment was commenced during the paid premium period. For
       purposes of this clause, the term “provider” shall include the IPA and the IPA’s contracted
       providers if this Agreement is between the MCO and an IPA. This provision shall survive
       termination of this Agreement.

5.     Notwithstanding any other provision herein, to the extent that the provider is providing health
       care services to enrollees under the Medicaid Program and/or Family Health Plus, the MCO or
       IPA retains the option to immediately terminate the Agreement when the provider has been
       terminated or suspended from the Medicaid Program.
6.     In the event of termination of this Agreement, the provider agrees, and, where applicable, the
       IPA agrees to require all participating providers of its network to assist in the orderly transfer of
       enrollees to another provider.

F.     ARBITRATION

1.     To the extent that arbitration or alternative dispute resolution is authorized elsewhere in this
       Agreement, the parties to this Agreement acknowledge that the Commissioner of Health is not
       bound by arbitration or mediation decisions. Arbitration or mediation shall occur within New
       York State, and the Commissioner of Health will be given notice of all issues going to arbitration
       or mediation, and copies of all decisions.

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G.     IPA-SPECIFIC PROVISIONS

1.        1. Any reference to IPA quality assurance (QA) activities within this Agreement is limited to
          the IPA’s analysis of utilization patterns and quality of care on its own behalf and as a service to
          its contract providers.




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                           MEDICARE ADVANTAGE APPENDIX

The provisions of this Medicare Advantage Appendix (this “Medicare Appendix”) supplement this
Agreement and apply to Covered Services provided by Provider to Medicare Covered Persons covered
by Benefit Contracts.

Because Provider has agreed to provide Covered Services to Medicare Covered Persons who receive their
coverage under Medicare Advantage contracts between the Centers for Medicare and Medicaid Services
(“CMS”) and Payer (collectively, “Medicare Advantage Plans”), applicable Medicare Advantage
regulations and CMS guidelines require that the provisions contained in this Medicare Appendix be part of
this Agreement. For Medicare Advantage Plans, this Medicare Appendix supersedes any inconsistent
provisions that may be found elsewhere in this Agreement.

1.       Data. Provider shall cooperate with Payer or its designee in its efforts to report to CMS all
statistics and other information related to its business, as may be requested by CMS. Provider shall send
to Payer or its designee all encounter data and other Medicare program-related information as may be
requested by Payer or its designee, within the timeframes specified and in a form that meets Medicare
program requirements. By submitting encounter data to Payer, Provider represents to Payer or its
designee, and upon request Provider shall certify in writing, that the data is accurate and complete,
based on Provider’s best knowledge, information and belief. If any of this data turns out to be
inaccurate or incomplete, according to Medicare Advantage rules, Payer or its designee may withhold or
deny payment to Provider.

2.      Policies. Provider shall cooperate and comply with all of UBHIPA’s policies and procedures,
including but not limited to its provider manual.

3.     Payment. In the event that IPA performs the function of claims payment, IPA or Payer as the
case maybe, shall approve, pay or deny within the time period specified by 42 CFR § 422.520, as may
be amended from time to time. If Provider is responsible for making payment to subcontracted providers,
Provider shall pay them within this same timeframe.

4.      Covered Person Protection. Provider agrees that in no event, including but not limited to, non-
payment by Payer or its designee, insolvency of Payer, or its designee or breach by UBHIPA of this
Agreement, shall Provider bill, charge, collect a deposit from, seek compensation, remuneration or
reimbursement from, or have any recourse against any Covered Person or person (other than Payer) acting
on behalf of the Covered Person for Covered Services provided pursuant to this Agreement. This provision
does not prohibit Provider from collecting copayments, coinsurance, or fees for services not covered under
the Covered Person’s Benefit Contract and delivered on a fee-for-service basis to the Covered Person. This
provision does not prohibit Provider and a Covered Person from agreeing to continue services solely at the
expense of the Covered Person, as long as Provider has clearly informed the Covered Person that the Benefit
Contract may not cover or continue to cover a specific service or services.




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In the event of Payer’s or its designee insolvency or other cessation of operations or termination of Payer’s
contract with CMS, Provider shall continue to provide Covered Services to a Covered Person through the
later of the period for which premium has been paid to Payer on behalf of the Covered Person, or, in the case
of Covered Persons who are hospitalized as of such period or date, until the Covered Person’s discharge.
Covered Services for a Covered Person confined in an inpatient facility on the date of insolvency or other
cessation of operations shall continue until the Covered Person’s continued confinement in an inpatient
facility               is             no              longer               medically               necessary.

This provision shall be construed in favor of the Covered Person, shall survive the termination of this
Agreement regardless of the reason for termination, including UBHIPA’s insolvency, and shall supersede
any oral or written contrary agreement between Provider and a Covered Person or the representative of a
Covered Person if the contrary agreement is inconsistent with this provision.

5.      Eligibility. Provider agrees to immediately notify UBHIPA in the event Provider is or becomes
disbarred, excluded, suspended, or otherwise determined to be ineligible to participate in federal health
care programs. Provider shall not employ or contract with, with or without compensation, any individual
or entity that has been disbarred, excluded, suspended or otherwise determined to be ineligible to
participate in federal health care programs.

6.      Laws. Provider shall comply with all applicable Medicare laws, regulations and CMS
instructions and shall cooperate with the other's efforts to comply. Provider shall also cooperate with
Payer in its efforts to comply with its contract with CMS.

7.      Records. The Secretary of Health and Human Services, the Comptroller General and UBHIPA
shall have the right to audit, evaluate and inspect any books, contracts, medical records, patient care
documentation and other records belonging to Provider that pertain to this Agreement and other
program-related matters deemed necessary by the person conducting the audit, evaluation, or inspection.
This right shall extend through 10 years from the later of the last day of a CMS contract period or
completion of any audit, or longer in certain instances described in the applicable Medicare Advantage
regulations. Provider shall make its premises, facilities and equipment available for these activities.
Provider shall maintain medical records in an accurate and timely manner. Provider shall ensure that
Covered Persons have timely access to medical records and information that pertain to them. The parties
shall safeguard the privacy of any health information that identifies a Covered Person and abide by all
federal and state laws regarding privacy, confidentiality and disclosure of medical records and other
health and Covered Person information.

8.      Accountability. Provider acknowledges that Payer oversees and is accountable to CMS for any
functions and responsibilities set forth in the regulations governing the Medicare Advantage Program.
Provider further acknowledges and agrees that pursuant to the Medicare Advantage regulations, Payer or
its designees will monitor Provider’s performance hereunder and that Payer and/or CMS shall have the
right to terminate this Agreement and Provider’s participation in the Medicare Contract if Provider does
not perform satisfactorily hereunder.

9.     Subcontracts. If Provider has subcontract arrangements with other providers to deliver Covered
Services to Covered Persons, Provider shall ensure that its contracts with those subcontracted providers

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contain all of the provisions in this Medicare Appendix and shall provide proof of such to UBHIPA
upon request.




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                             MEDICAID, FAMILY HEALTH PLUS
                            AND CHILD HEALTH PLUS APPENDIX

The provisions of this Medicaid, Family Health Plus and Child Family Plus Appendix (this “Appendix”)
supplements this Agreement and apply to Covered Services provided by Provider to Covered Persons
covered by Benefit Contracts for Medicaid, Family Health Plus and Child Health Plus.

1.     Scope of this Appendix. Provider agrees to provide Medicaid, Family Health Plus and Child
Health Plus (collectively, “Benefit Contract(s)”) to mental health and substance abuse management
services to Covered Persons who are enrolled with Payer in a Payer Benefit Contract that is sponsored,
administered, or issued by such Payer pursuant to a contract with the New York State Department of
Health or New York City Department of Health and Mental Hygiene. Provider agrees to comply with
such Benefit Contracts with the additional provisions set forth in this Appendix, as applicable.

2.     Additional Requirements. New York, through statutes and regulations, requires this Agreement
to contain certain statements and that Provider undertakes specific obligations, as follows:

       a.         To the extent that Payer enrolls individuals covered by a Benefit Contract, this Appendix
                  incorporates the pertinent provisions of the model contract between the applicable Payer
                  and the New York State Department of Health or New York City Department of Health
                  and Mental Hygiene as if set forth fully herein.

       b.         In the event that Payer or its designee fails to pay Provider, Provider will not seek
                  payment from the New York State Department of Health or local Department of Social
                  Services, Covered Persons, or persons acting on a Covered Person’s behalf.

       c.         Both Provider and UBHIPA can exercise a right of non-renewal at the expiration of the
                  term of this Agreement as set forth herein.

       d.         If UBHIPA elects to operate a physician incentive plan, it must provide this information
                  to Provider in an accurate and timely manner in the format required by the Payer or the
                  New York State Department of Health.

       e.         Provider must maintain an appropriate record system for services to Covered Persons of a
                  Benefit Contract.

       f.         Provider must safeguard information about Covered Persons as required by 42 C.F.R.
                  Part 431, Subpart F, as may be amended from time to time.




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       g.         When a Covered Person’s medical records pertain to reimbursable Covered Services,
                  Provider agrees to disclose the nature and extent of such services provided and to furnish
                  records to the New York State Department of Health and/or the United States Department
                  of Health and Human Services, the county Department of Social Services, Comptroller of
                  the State of New York, the New York State Attorney General, and the Comptroller
                  General of the United States and their authorized representatives upon request.

       h.         Provider agrees to comply with all applicable requirements of the Americans with
                  Disabilities Act.

       i.         Provider’s obligations and duties under this Agreement shall be construed consistently
                  with the obligations that UBHIPA has under its agreement with an applicable Payer and
                  the Payer’s Benefits Contract with the New York State Department of Health and New
                  York City Department of Health and Mental Hygiene.

       j.         Nothing in this Agreement shall limit or terminate a Payer’s and/or UBHIPA’s or its
                  designee’s obligations under any agreement with the New York State Department of
                  Health or the New York City Department of Health and Mental Hygiene

       k.         Nothing contained in this Agreement shall impair the rights of the New York State
                  Department of Health, the City of New York Department of Health and Mental Hygiene
                  or other local Departments of Social Services or Health, or the United States Department
                  of Health and Human Services.

       l.         Nothing contained in this Agreement shall create a contractual relationship between
                  Provider and the New York State Department of Health or the New York City.

       m.         Covered Persons are not subject to Medicaid Utilization thresholds (“MUTS”) on
                  Covered Services provided under this Agreement.

       n.         Pursuant to the applicable Payer’s Benefit Contract, Covered Person’s may be subject to
                  copayments for Covered Services provided under this Agreement.

       o.         As applicable, Provider shall fulfill the requirements of 42 CRF Part 438, as may be
                  amended from time to time.

       p.         Prohibition on Use of Federal Funds for Lobbying: Provider agrees, pursuant to 31
                  U.S.C. Section 1532 and 45 CFR Part 93, that no federally appropriated funds have been
                  paid or will be paid to any person by or on your behalf for the purpose of influencing or
                  attempting to influence an officer or employee of any agency, a member of Congress, an
                  officer or employee of Congress, or an employee of a member of Congress in connection
                  with the award of any federal contract, the making of any federal grant, the making of
                  any federal loan, the entering into of any cooperative agreement, or the extension,
                  continuation, renewal, amendment or modification of any federal contract, grant, loan, or
                  cooperative agreement. Provider further agrees to complete and submit to UBHIPA, on


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                  behalf of Payer, as applicable, the “Certification Regarding Lobbying” attached to this
                  Agreement, if the value of this Agreement exceeds $100,000.

       q.         Disclosure Form to Report Lobbying: If any funds other than federally appropriated
                  funds have been paid or will be paid to any person for the purpose of influencing or
                  attempting to influence an officer or employee of any agency, a member of Congress, an
                  officer or employee of Congress, or an employee of a member of Congress in connection
                  with the award of any federal contract, the making of any federal grant, the making of
                  any federal loan, the entering into of any cooperative agreement, or the extension,
                  continuation, renewal, amendment or modification of any federal contract, grant, loan, or
                  cooperative agreement, and the value of this Agreement exceeds $100,000, Provider shall
                  complete and submit Standard Form-LLL “Disclosure Form to Report Lobbying,” in
                  accordance with its instructions.




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                          CERTIFICATION REGARDING LOBBYING

The undersigned Provider certifies, to the best of his or her knowledge, that:

1.       No federally appropriated funds have been paid or will be paid to any person by or on behalf of
         Provider for the purpose of influencing or attempting to influence an officer or employee of any
         agency, a member of Congress, an officer or employee of Congress, or an employee of a member
         of Congress in connection with the award of any federal contract, the making of any federal
         grant, the making of any federal loan, the entering into of any cooperative agreement, or the
         extension, continuation, renewal, amendment or modification of any federal contract, grant, loan,
         or cooperative agreement.

2.       If any funds other than federally appropriated funds have been paid or will be paid to any person
         for the purpose of influencing or attempting to influence an officer or employee of any agency, a
         member of Congress, an officer or employee of Congress, or an employee of a member of
         Congress in connection with the award of any federal contract, the making of any federal grant,
         the making of any federal loan, the entering into of any cooperative agreement, or the extension,
         continuation, renewal, amendment or modification of any federal contract, grant, loan, or
         cooperative agreement, and the value of this Agreement exceeds $100,000, Provider shall
         complete and submit Standard Form-LLL “Disclosure Form to Report Lobbying,” in accordance
         with its instructions.

This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making or
entering into this transaction pursuant to 31 U.S.C. Section 1352. The failure to file the required
certification shall subject the violator to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.


DATE:


SIGNATURE:


TITLE:


ORGANIZATION:




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